Exhibit 10.20.4
TRANSITION SERVICES
AGREEMENT
This TRANSITION SERVICES AGREEMENT,
dated as of June 11, 2008 (this “Agreement”), is
hereby made by and between Applera Corporation, a Delaware
corporation (the “Company”), and Tony L. White, a
resident of the State of Georgia (the “Executive”).
Capitalized terms used and not otherwise defined herein shall have
the meanings ascribed to such terms in that certain Agreement and
Plan of Merger, dated as of June 11, 2008 (the “Merger
Agreement”), by and among the Company, Invitrogen Corporation
and its wholly owned subsidiary Atom Acquisition, LLC.
WHEREAS, the Executive has served as
Chairman, President, and Chief Executive Officer of the Company
since September 1995; and
WHEREAS, from and after the
Effective Time of the Merger, the Executive will no longer serve
the Company in such positions, will no longer be employed by the
Company and will no longer be an “officer” of the
Company for purposes of Section 16 of the Securities Exchange
Act of 1934, as amended; and
WHEREAS, from and after the
Effective Time of the Merger, the Company desires that the
Executive provide certain services to the Company in order to
permit the Company to avail itself of the extensive expertise,
knowledge, and experience of the Executive in the life science
industry and research community and the Executive desires to
provide such services to the Company, all upon the terms and
subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of
the foregoing and the mutual covenants and agreements set forth
herein, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties agree
as follows.
1. Services to be Provided .
The Company hereby agrees to engage the Executive, and the
Executive hereby agrees to serve the Company, on the terms and
subject to the conditions set forth in this Agreement. Commencing
at the Effective Time and from time to time until the expiration of
the Service Period (as defined below), the Executive shall: perform
such services as the Board of Directors of the Company or of
Invitrogen Corporation and the Executive shall mutually and
reasonably agree, including, among other things, acting as a
spokesman and ambassador of the Company, making presentations to
investors, analysts, trade organizations, government entities, and
similar bodies, serving as a member of boards or organizations such
as the Standards, Productivity and Innovation Board of Singapore,
on which he currently serves, and providing consultation services.
The Company and the Executive reasonably anticipate that following
the Effective Time, Executive’s level of services provided to
the Company will be reduced permanently to a level less than or
equal to twenty (20%) percent of the level of services
provided prior to the Effective Time. The Company shall provide the
Executive with reasonable advance notice of the services required
to be performed by the Executive under this Agreement.
2. Term . Executive shall
perform such services hereunder from and after the Effective Time
of the Merger and until the expiration of the Service Period as set
forth in Section 9 hereof.
3. Time and Place of
Performance . During the Service Period, the Executive will
generally perform his duties and conduct his business at his place
of residence and such other locations as may reasonably be
necessary and appropriate. During the Service Period and in order
to facilitate the Executive’s services hereunder, the Company
shall, entirely at its own expense, continue to provide the
services of a dedicated full-time administrative assistant to
assist the Executive in performing the services to the Company
provided hereunder, substantially in accordance with the
Company’s prior practice. The administrative assistant whose
services shall be provided to the Executive pursuant to this
Agreement shall be an employee of the Company selected by the
Executive. The Company shall pay the salary of and provide benefits
to such administrative assistant, substantially in accordance with
the Company’s prior practice. The Company shall, entirely at
its own expense, continue to provide the Executive’s
administrative assistant with reasonable support facilities,
including telephone, computer, and office supplies/equipment,
necessary to assist the Executive in providing services to the
Company hereunder substantially in accordance with the
Company’s prior practice.
4. Office Equipment . The
Company agrees that the assets listed on Exhibit A-1
attached hereto that are currently maintained at Executive’s
residence at the Effective Time of the Merger shall remain at
Executive’s residence for the Executive’s continued use
in the performance of his services during the Service Period, at no
cost to the Executive. The Executive agrees that the assets listed
on Exhibit A-2 attached hereto shall be returned to the
Company, entirely at the Company’s expense, promptly after
commencement of the Service Period.
5. Independent Contractor .
During the Service Period, the Executive shall be an independent
contractor and not an em
