Exhibit
10.14.2
APPLERA CORPORATION
PERFORMANCE UNIT BONUS PLAN
SERIES FY02-1 PERFORMANCE
UNIT AGREEMENT
SERIES FY02-1 PERFORMANCE
UNIT AGREEMENT dated as of
«Date», 2001 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
Units. The Company hereby grants to
you «Number» Series FY02-1 Performance Units (the
“Performance Units”) under the terms of the Applera
Corporation Performance Unit Bonus Plan (the
“Plan”).
2. Value of Performance
Unit. The value of each Performance
Unit (the “Unit Value”) is $25.00.
3. Expiration Date of
Performance Unit. The Performance Units will
expire as of 12:00 a.m. midnight (New York time) on August 16, 2011
(the “Expiration Date”), unless they are terminated
earlier as provided in this Agreement.
4. Stock Price
Targets. The Performance Units will be
payable in accordance with paragraph 5 below based upon the
attainment of the stock price targets set forth below (the
“Stock Price Targets”) after the date
hereof:
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«Share_1»
Performance Units, if the Fair Market Value of a share of Applera
Corporation – Applied Biosystems Group Common Stock, par
value $.01 per share (the “Applied Biosystems Stock”),
averages, over a period of 90 consecutive days, $30.00 or more;
and
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The remaining
«Share_2» Performance Units, if the Fair Market Value of
a share of Applied Biosystems Stock averages, over a period of 90
consecutive days, $35.00 or more.
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“Fair
Market Value” means the simple average of the high and low
sales prices of a share of Applied Biosystems Stock as reported in
the report of composite transactions (or other source designated by
the Management Resources Committee of the Board of Directors (the
“Committee”)) on the date on which fair market value is
to be determined (or if there is no trading on such date, then on
the first previous date on which sales were made on a national
securities exchange).
-1-
5. Payment of Unit Value of
Performance Units.
5.1 Payment of Unit
Value. Subject to paragraph 5.2
below, the Unit Value of each Performance Unit will be paid to you
in a minimum of eight quarterly installments commencing as soon as
practicable following the attainment of the applicable Stock Price
Target. Payment will be made in cash unless the Committee, in its
sole discretion, determines to make all or a portion of the payment
in shares of Applied Biosystems Stock.Except as provided in
paragraph 6 below, no payment will be made to you unless you have
been at all times from the date hereof to the date of such payment
a regular employee of the Company or one of its
subsidiaries.
5.2 Limitation on
Payment. Notwithstanding anything to
the contrary contained herein, in the event that the sum of any
payment required to be made to you by the Company pursuant to
paragraph 5.1 above, together with any other payment required to be
made by the Company to you or any other person pursuant to any
Series FY02-1 Performance Unit, Series FY02-2 Performance Unit, or
any other series of Performance Units designated by the Committee
(either before or after the date hereof) for inclusion in this
limitation (in each case including any payment deferred pursuant to
any deferred compensation plan of the Company) (collectively, the
“Capped Performance Units”), exceed $750,000 in the
aggregate for any fiscal quarter of the Company, then the amount of
any payment to be made to you (or on your behalf) for such fiscal
quarter will be pro rated based on the aggregate amount to be paid
to (or on behalf of) all recipients of the Capped Performance Units
for such fiscal quarter. Any payment or portion thereof not paid to
you (or on your behalf) in any fiscal quarter because of the
limitation set forth in this paragraph 5.2 will be carried over to
the next fiscal quarter and will again be subject to such
limitation.
6. Payment Following
Termination of Employment.
6.1 Termination of Employment
Prior to Attainment of Stock Price Targets.
If your employment
with the Company is terminated for any reason prior to one or more
Stock Price Targets having been attained, then all Performance
Units as to which the Stock Price Targets have not been attained
will immediately terminate and no payment will be made
therefor.
6.2 Termination of Employment
Following Attainment of Stock Price Targets.
If your employment
with the Company is terminated following the attainment of one or
more Stock Price Targets but prior to payment in full of the Unit
Value of the applicable Performance Units, then the Unit Value of
the Performance Units, or unpaid portion thereof, corresponding to
such Stock Price Targets will be payable as follows:
6.2.1 Termination of
Employment by You or by the Company other than upon Retirement,
Death, or Disability. If your employment with the
Company is terminated by you or by the Company for any reason other
than retirement, death or disability, then all Performance Units
granted to you will immediately terminate and no payment
(including, without limitation, any portion of any payment not paid
to you because of the limitation set forth in paragraph 5.2 above)
will be made therefor after the date of termination.
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6.2.2 Termination of
Employment Upon Retirement, Death, or Disability.
If your
employment with the Company is terminated due to your retirement
from the Company in accordance with the terms of any pension or
retirement plan provided by the Company, or if you die while
employed by the Company or become totally and permanently disabled,
then the Performance Units as to which the Stock Price Targets have
been attained as of the date of termination, death, or disability
will be paid to you at the same time that payment of the Unit Value
of such Performance Units would otherwise be made pursuant to
paragraph 5 hereof. All other Performance Units will thereafter
terminate and no payment will be made therefor.
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7. Tax
Withholding. As a condition to the payment
of the Unit Value of, or dividend equivalents on, any Performance
Unit, you agree that the Company may withhold from any such payment
an amount in cash or shares of Applied Biosystems Stock, as
appropriate, sufficient to satisfy any applicable tax withholding
obligations.
8. Stockholder Rights;
Dividend Equivalents. The Performance Units will not
confer upon you any rights or privileges of a stockholder of the
Company, except that prior to the payment of the Unit Value or
termination or expiration of any Performance Unit you will receive
dividend equivalents on such Performance Unit if, as, and when
dividends are paid on Applied Biosystems Stock.
9.
Non-Transferability. The Performance Units may not
be sold, assigned, bequeathed, transferred, pledged, hypothecated,
or otherwise disposed of in any way other than by will or by the
laws of descent and distribution.
10. Change of
Control. Notwithstanding anything to
the contrary contained herein, but subject to the terms of the
Plan, all Stock Price Targets will be deemed attained and the Unit
Value of all Performance Units will become immediately payable in
full upon the occurrence of any of the events set forth in Section
9 of the Plan.
11. No Right to Continued
Employment. Neither the Performance Units
nor this Agreement confers upon you any right to continue to be an
employee of the Company or any of its subsidiaries or interferes in
any way with the right of the Company or any of its subsidiaries to
terminate your employment at any time. Except as provided in this
Agreement, the Performance Units will terminate upon the
termination of your employment for any reason. The Performance
Units will not be reinstated if you are subsequently reinstated as
an employee of the Company or any subsidiary.
12. Entire
Agreement . This Agreement and the Plan
contain the entire agreement between you and the Company regarding
the Performance Units and supersede all prior arrangements or
understandings with respect thereto.
13. Terms of Plan
Govern. This Agreement and the terms
of the Performance Units will be governed by the terms of the Plan
which is hereby incorporated by reference in this Agreement. In the
event of any ambiguity in this Agreement or any inconsistency
between the terms of this Agreement and the terms of the Plan, the
terms of the Plan will govern. By your signature below, you agree
to be bound by all of the terms of the Plan.
14.
Amendments. The Performance Units or the
Plan may be amended by the Committee at any time in any manner.
However, no amendment of the Performance Units or the Plan will
adversely affect in any material manner any of your rights under
the Performance Units without your consent.
-3-
15. Governing
Law. This Agreement will be
governed by and construed in accordance with the internal laws of
the State of Delaware.
IN WITNESS
WHEREOF, this Agreement has been duly
executed by the undersigned as of the day and year first written
above.
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APPLERA
CORPORATION
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__________________________
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By:
__________________________
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Chairman,
President and
Chief
Executive Officer
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Accepted and
Agreed:
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_______________________
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«Name»
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APPLERA CORPORATION
PERFORMANCE UNIT BONUS PLAN
SERIES FY02-2 PERFORMANCE
UNIT AGREEMENT
SERIES FY02-2 PERFORMANCE
UNIT AGREEMENT dated as of
«Date», 2001 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
Units. The Company hereby grants to
you «Number» Series FY02-2 Performance Units (the
“Performance Units”) under the terms of the Applera
Corporation Performance Unit Bonus Plan (the
“Plan”).
2. Value of Performance
Unit. The value of each Performance
Unit (the “Unit Value”) is $25.00.
3. Expiration Date of
Performance Unit. The Performance Units will
expire as of 12:00 a.m. midnight (New York time) on August 16, 2011
(the “Expiration Date”), unless they are terminated
earlier as provided in this Agreement.
4. Stock Price
Targets. The Performance Units will be
payable in accordance with paragraph 5 below based upon the
attainment of the stock price targets set forth below (the
“Stock Price Targets”) after the date
hereof:
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«Share_1»
Performance Units, if the Fair Market Value of a share of Applera
Corporation – Applied Biosystems Group Common Stock, par
value $.01 per share (the “Applied Biosystems Stock”),
averages, over a period of 90 consecutive days, $40.00 or more;
and
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The remaining
«Share_2» Performance Units, if the Fair Market Value of
a share of Applied Biosystems Stock averages, over a period of 90
consecutive days, $45.00 or more.
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“Fair
Market Value” means the simple average of the high and low
sales prices of a share of Applied Biosystems Stock as reported in
the report of composite transactions (or other source designated by
the Management Resources Committee of the Board of Directors (the
“Committee”)) on the date on which fair market value is
to be determined (or if there is no trading on such date, then on
the first previous date on which sales were made on a national
securities exchange).
-1-
5. Payment of Unit Value of
Performance Units.
5.1 Payment of Unit
Value. Subject to paragraph 5.2
below, the Unit Value of each Performance Unit will be paid to you
in a minimum of eight quarterly installments commencing as soon as
practicable following the attainment of the applicable Stock Price
Target. Payment will be made in cash unless the Committee, in its
sole discretion, determines to make all or a portion of the payment
in shares of Applied Biosystems Stock.Except as provided in
paragraph 6 below, no payment will be made to you unless you have
been at all times from the date hereof to the date of such payment
a regular employee of the Company or one of its
subsidiaries.
5.2 Limitation on
Payment. Notwithstanding anything to
the contrary contained herein, in the event that the sum of any
payment required to be made to you by the Company pursuant to
paragraph 5.1 above, together with any other payment required to be
made by the Company to you or any other person pursuant to any
Series FY02-1 Performance Unit, Series FY02-2 Performance Unit, or
any other series of Performance Units designated by the Committee
(either before or after the date hereof) for inclusion in this
limitation (in each case including any payment deferred pursuant to
any deferred compensation plan of the Company) (collectively, the
“Capped Performance Units”), exceed $750,000 in the
aggregate for any fiscal quarter of the Company, then the amount of
any payment to be made to you (or on your behalf) for such fiscal
quarter will be pro rated based on the aggregate amount to be paid
to (or on behalf of) all recipients of the Capped Performance Units
for such fiscal quarter. Any payment or portion thereof not paid to
you (or on your behalf) in any fiscal quarter because of the
limitation set forth in this paragraph 5.2 will be carried over to
the next fiscal quarter and will again be subject to such
limitation.
6. Payment Following
Termination of Employment.
6.1 Termination of Employment
Prior to Attainment of Stock Price Targets.
If your employment
with the Company is terminated for any reason prior to one or more
Stock Price Targets having been attained, then all Performance
Units as to which the Stock Price Targets have not been attained
will immediately terminate and no payment will be made
therefor.
6.2 Termination of Employment
Following Attainment of Stock Price Targets.
If your employment
with the Company is terminated following the attainment of one or
more Stock Price Targets but prior to payment in full of the Unit
Value of the applicable Performance Units, then the Unit Value of
the Performance Units, or unpaid portion thereof, corresponding to
such Stock Price Targets will be payable as follows:
6.2.1 Termination of
Employment by You or by the Company other than upon Retirement,
Death, or Disability. If your employment with the
Company is terminated by you or by the Company for any reason other
than retirement, death or disability, then all Performance Units
granted to you will immediately terminate and no payment
(including, without limitation, any portion of any payment not paid
to you because of the limitation set forth in paragraph 5.2 above)
will be made therefor after the date of termination.
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6.2.2 Termination of
Employment Upon Retirement, Death, or Disability.
If your
employment with the Company is terminated due to your retirement
from the Company in accordance with the terms of any pension or
retirement plan provided by the Company, or if you die while
employed by the Company or become totally and permanently disabled,
then the Performance Units as to which the Stock Price Targets have
been attained as of the date of termination, death, or disability
will be paid to you at the same time that payment of the Unit Value
of such Performance Units would otherwise be made pursuant to
paragraph 5 hereof. All other Performance Units will thereafter
terminate and no payment will be made therefor.
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7. Tax
Withholding. As a condition to the payment
of the Unit Value of, or dividend equivalents on, any Performance
Unit, you agree that the Company may withhold from any such payment
an amount in cash or shares of Applied Biosystems Stock, as
appropriate, sufficient to satisfy any applicable tax withholding
obligations.
8. Stockholder Rights;
Dividend Equivalents. The Performance Units will not
confer upon you any rights or privileges of a stockholder of the
Company, except that at such time as the Unit Value of all Series
FY02-1 Performance Units granted to you has been paid to you (or on
your behalf), you will receive dividend equivalents on the
Performance Units if, as, and when dividends are paid on Applied
Biosystems Stock, provided that dividend equivalents will not be
paid on any Performance Unit following payment of the Unit Value or
termination or expiration of such Performance Unit.
9.
Non-Transferability. The Performance Units may not
be sold, assigned, bequeathed, transferred, pledged, hypothecated,
or otherwise disposed of in any way other than by will or by the
laws of descent and distribution.
10. Change of
Control. Notwithstanding anything to
the contrary contained herein, but subject to the terms of the
Plan, all Stock Price Targets will be deemed attained and the Unit
Value of all Performance Units will become immediately payable in
full upon the occurrence of any of the events set forth in Section
9 of the Plan.
11. No Right to Continued
Employment. Neither the Performance Units
nor this Agreement confers upon you any right to continue to be an
employee of the Company or any of its subsidiaries or interferes in
any way with the right of the Company or any of its subsidiaries to
terminate your employment at any time. Except as provided in this
Agreement, the Performance Units will terminate upon the
termination of your employment for any reason. The Performance
Units will not be reinstated if you are subsequently reinstated as
an employee of the Company or any subsidiary.
12. Entire
Agreement . This Agreement and the Plan
contain the entire agreement between you and the Company regarding
the Performance Units and supersede all prior arrangements or
understandings with respect thereto.
13. Terms of Plan
Govern. This Agreement and the terms
of the Performance Units will be governed by the terms of the Plan
which is hereby incorporated by reference in this Agreement. In the
event of any ambiguity in this Agreement or any inconsistency
between the terms of this Agreement and the terms of the Plan, the
terms of the Plan will govern. By your signature below, you agree
to be bound by all of the terms of the Plan.
14.
Amendments. The Performance Units or the
Plan may be amended by the Committee at any time in any manner.
However, no amendment of the Performance Units or the Plan will
adversely affect in any material manner any of your rights under
the Performance Units without your consent.
-3-
15. Governing
Law. This Agreement will be
governed by and construed in accordance with the internal laws of
the State of Delaware.
IN WITNESS
WHEREOF, this Agreement has been duly
executed by the undersigned as of the day and year first written
above.
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APPLERA
CORPORATION
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__________________________
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By:
__________________________
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Chairman,
President and
Chief
Executive Officer
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Accepted and
Agreed:
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_______________________
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«Name»
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APPLERA CORPORATION
PERFORMANCE UNIT BONUS PLAN
SERIES FY02-6 PERFORMANCE
UNIT AGREEMENT
SERIES FY02-6 PERFORMANCE
UNIT AGREEMENT dated as of
April 19, 2002 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
Units. The Company hereby grants to
you «Number» Series FY02-6 Performance Units (the
“Performance Units”) under the terms of the Applera
Corporation Performance Unit Bonus Plan (the
“Plan”).
2. Value of Performance
Unit. The value of each Performance
Unit (the “Unit Value”) is $19.475.
3. Expiration Date of
Performance Units. The Performance Units will
expire as of 12:00 a.m. midnight (New York time) on April 19, 2012
(the “Expiration Date”), unless they are terminated
earlier as provided in this Agreement.
4. Stock Price
Targets. The Performance Units will be
payable in accordance with paragraph 5 below based upon the
attainment of the stock price targets set forth below (the
“Stock Price Targets”) after the date
hereof:
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«Share_1»
Performance Units, if the Fair Market Value of a share of Applera
Corporation – Celera Genomics Group Common Stock, par value
$.01 per share (the “Celera Genomics Stock”), averages,
over a period of 90 consecutive days, $24.475 or more;
and
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The remaining
«Share_2» Performance Units, if the Fair Market Value of
a share of Celera Genomics Stock averages, over a period of 90
consecutive days, $29.475 or more.
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“Fair
Market Value” means the simple average of the high and low
sales prices of a share of Celera Genomics Stock as reported in the
report of composite transactions (or other source designated by the
Management Resources Committee of the Board of Directors (the
“Committee”)) on the date on which fair market value is
to be determined (or if there is no trading on such date, then on
the first previous date on which sales were made on a national
securities exchange).
-1-
5. Payment of Unit Value of
Performance Units.
5.1 Payment of Unit
Value. Subject to paragraph 5.2
below, the Unit Value of each Performance Unit will be paid to you
in a minimum of eight quarterly installments commencing as soon as
practicable following the attainment of the applicable Stock Price
Target. Payment will be made in cash unless the Committee, in its
sole discretion, determines to make all or a portion of the payment
in shares of Celera Genomics Stock.Except as provided in paragraph
6 below, no payment will be made to you unless you have been at all
times from the date hereof to the date of such payment a regular
employee of the Company or one of its subsidiaries.
5.2 Limitation on
Payment. Notwithstanding anything to
the contrary contained herein, in the event that the sum of any
payment required to be made to you by the Company pursuant to
paragraph 5.1 above, together with any other payment required to be
made by the Company to you or any other person pursuant to any
Series FY02-4 Performance Unit, Series FY02-5 Performance Unit,
Series FY02-6 Performance Unit, Series FY02-7 Performance Unit, or
any other series of Performance Units designated by the Committee
(either before or after the date hereof) for inclusion in this
limitation (in each case including any payment deferred pursuant to
any deferred compensation plan of the Company) (collectively, the
“Capped Performance Units”), exceed $250,000 in the
aggregate for any fiscal quarter of the Company, then the amount of
any payment to be made to you (or on your behalf) for such fiscal
quarter will be pro rated based on the aggregate amount to be paid
to (or on behalf of) all recipients of the Capped Performance Units
for such fiscal quarter. Any payment or portion thereof not paid to
you (or on your behalf) in any fiscal quarter because of the
limitation set forth in this paragraph 5.2 will be carried over to
the next fiscal quarter and will again be subject to such
limitation.
6. Payment Following
Termination of Employment.
6.1 Termination of Employment
Prior to Attainment of Stock Price Targets.
If your employment
with the Company is terminated for any reason prior to one or more
Stock Price Targets having been attained, then all Performance
Units as to which the Stock Price Targets have not been attained
will immediately terminate and no payment will be made
therefor.
6.2 Termination of Employment
Following Attainment of Stock Price Targets.
If your employment
with the Company is terminated following the attainment of one or
more Stock Price Targets but prior to payment in full of the Unit
Value of the applicable Performance Units, then the Unit Value of
the Performance Units, or unpaid portion thereof, corresponding to
such Stock Price Targets will be payable as follows:
6.2.1 Termination of
Employment by You or by the Company other than upon Retirement,
Death, or Disability. If your employment with the
Company is terminated by you or by the Company for any reason other
than retirement, death or disability, then all Performance Units
granted to you will immediately terminate and no payment
(including, without limitation, any portion of any payment not paid
to you because of the limitation set forth in paragraph 5.2 above)
will be made therefor after the date of termination.
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6.2.2 Termination of
Employment Upon Retirement, Death, or Disability.
If your
employment with the Company is terminated due to your retirement
from the Company in accordance with the terms of any pension or
retirement plan provided by the Company, or if you die while
employed by the Company or become totally and permanently disabled,
then the Performance Units as to which the Stock Price Targets have
been attained as of the date of termination, death, or disability
will be paid to you at the same time that payment of the Unit Value
of such Performance Units would otherwise be made pursuant to
paragraph 5 hereof. All other Performance Units will thereafter
terminate and no payment will be made therefor.
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7. Tax
Withholding. As a condition to the payment
of the Unit Value of, or dividend equivalents on, any Performance
Unit, you agree that the Company may withhold from any such payment
an amount in cash or shares of Celera Genomics Stock, as
appropriate, sufficient to satisfy any applicable tax withholding
obligations.
8. Stockholder Rights;
Dividend Equivalents. The Performance Units will not
confer upon you any rights or privileges of a stockholder of the
Company, except that prior to the payment of the Unit Value or
termination or expiration of any Performance Unit you will receive
dividend equivalents on such Performance Unit if, as, and when
dividends are paid on Celera Genomics Stock.
9.
Non-Transferability. The Performance Units may not
be sold, assigned, bequeathed, transferred, pledged, hypothecated,
or otherwise disposed of in any way other than by will or by the
laws of descent and distribution.
10. Change of
Control. Notwithstanding anything to
the contrary contained herein, but subject to the terms of the
Plan, all Stock Price Targets will be deemed attained and the Unit
Value of all Performance Units will become immediately payable in
full upon the occurrence of any of the events set forth in Section
9 of the Plan.
11. No Right to Continued
Employment. Neither the Performance Units
nor this Agreement confers upon you any right to continue to be an
employee of the Company or any of its subsidiaries or interferes in
any way with the right of the Company or any of its subsidiaries to
terminate your employment at any time. Except as provided in this
Agreement, the Performance Units will terminate upon the
termination of your employment for any reason. The Performance
Units will not be reinstated if you are subsequently reinstated as
an employee of the Company or any subsidiary.
12. Entire
Agreement . This Agreement and the Plan
contain the entire agreement between you and the Company regarding
the Performance Units and supersede all prior arrangements or
understandings with respect thereto.
13. Terms of Plan
Govern. This Agreement and the terms
of the Performance Units will be governed by the terms of the Plan
which is hereby incorporated by reference in this Agreement. In the
event of any ambiguity in this Agreement or any inconsistency
between the terms of this Agreement and the terms of the Plan, the
terms of the Plan will govern. By your signature below, you agree
to be bound by all of the terms of the Plan.
14.
Amendments. The Performance Units or the
Plan may be amended by the Committee at any time in any manner.
However, no amendment of the Performance Units or the Plan will
adversely affect in any material manner any of your rights under
the Performance Units without your consent.
-3-
15. Governing
Law. This Agreement will be
governed by and construed in accordance with the internal laws of
the State of Delaware.
IN WITNESS
WHEREOF, this Agreement has been duly
executed by the undersigned as of the day and year first written
above.
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APPLERA
CORPORATION
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__________________________
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By:
__________________________
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Chairman,
President and
Chief
Executive Officer
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Accepted and
Agreed:
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_______________________
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«Name»
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APPLERA CORPORATION
PERFORMANCE UNIT BONUS PLAN
SERIES FY02-7 PERFORMANCE
UNIT AGREEMENT
SERIES FY02-7 PERFORMANCE
UNIT AGREEMENT dated as of
April 19, 2002 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
Units. The Company hereby grants to
you «Number» Series FY02-7 Performance Units (the
“Performance Units”) under the terms of the Applera
Corporation Performance Unit Bonus Plan (the
“Plan”).
2. Value of Performance
Unit. The value of each Performance
Unit (the “Unit Value”) is $19.475.
3. Expiration Date of
Performance Units. The Performance Units will
expire as of 12:00 a.m. midnight (New York time) on April 19, 2012
(the “Expiration Date”), unless they are terminated
earlier as provided in this Agreement.
4. Stock Price
Targets. The Performance Units will be
payable in accordance with paragraph 5 below based upon the
attainment of the stock price targets set forth below (the
“Stock Price Targets”) after the date
hereof:
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«Share_1»
Performance Units, if the Fair Market Value of a share of Applera
Corporation – Celera Genomics Group Common Stock, par value
$.01 per share (the “Celera Genomics Stock”), averages,
over a period of 90 consecutive days, $34.475 or more;
and
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The remaining
«Share_2» Performance Units, if the Fair Market Value of
a share of Celera Genomics Stock averages, over a period of 90
consecutive days, $39.475 or more.
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“Fair
Market Value” means the simple average of the high and low
sales prices of a share of Celera Genomics Stock as reported in the
report of composite transactions (or other source designated by the
Management Resources Committee of the Board of Directors (the
“Committee”)) on the date on which fair market value is
to be determined (or if there is no trading on such date, then on
the first previous date on which sales were made on a national
securities exchange).
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5. Payment of Unit Value of
Perfor