Common use of Equity Incentive Award Clause in Contracts

Equity Incentive Award. Following Executive’s execution of this Waiver and Release of Rights Agreement, and upon the Closing Date, Executive will be granted an accelerated 2009 equity incentive award described below (“Equity Incentive Award”). Through that Equity Incentive Award, Executive will be granted an option to purchase a number of shares of Company common stock that have a grant face value of $2,775,000 (“the Option”). The number of shares subject to the Option will be determined by dividing the grant face value by the Fair Market Value (as defined in the Invitrogen Corporation 2004 Equity Incentive Plan) on the date of the grant. The Option will be granted on the Closing Date and will vest annually over four (4) years in 25% installments. On the Closing Date, as part of the Equity Incentive Award, Executive will also be granted a number of restricted stock units of Company common stock that have a grant face value of $925,000, which will vest 100% on the 3rd anniversary of the date of the grant (“RSU Award”). The number of restricted stock units granted will be determined by dividing the grant face value by the Fair Market Value (as defined in the Invitrogen Corporation 2004 Equity Incentive Plan) on the date of the grant. The RSU Award is not subject to any performance criteria. The Equity Incentive Award will be subject to the terms and conditions of the Invitrogen Corporation 2004 Equity Incentive Plan and the applicable restricted stock units agreement and nonstatutory stock option agreement, which will not be inconsistent with the terms of this Waiver and Release of Rights Agreement and which Executive will be required to sign as a condition of receiving the Equity Incentive Award. Should Executive’s employment be terminated by Company without Cause (as defined in the Change-in-Control Agreement) or Executive resign Executive’s employment for Good Reason (as modified in this Waiver and Release of Rights Agreement) during the Employment Period, Executive’s Equity Incentive Award shall immediately become fully vested and exercisable.

Equity Incentive Award. Following Executive’s execution of this Waiver and Release of Rights Agreement, and upon the Closing Date, Executive will be granted an accelerated 2009 equity incentive award described below (“Equity Incentive Award”). Through that Equity Incentive Award, Executive will be granted an option to purchase a number of shares of Company common stock that have a grant face value of $2,775,000 $ 1,650,000 (“the Option”). The number of shares subject to the Option will be determined by dividing the grant face value by the Fair Market Value (as defined in the Invitrogen Corporation 2004 Equity Incentive Plan) on the date of the grant. The Option will be granted on the Closing Date and will vest annually over four (4) years in 25% installments. On the Closing Date, as part of the Equity Incentive Award, Executive will also be granted a number of restricted stock units of Company common stock that have a grant face value of $925,000$ 550,000, which will vest 100% on the 3rd anniversary of the date of the grant (“RSU Award”). The number of restricted stock units granted will be determined by dividing the grant face value by the Fair Market Value (as defined in the Invitrogen Corporation 2004 Equity Incentive Plan) on the date of the grant. The RSU Award is not subject to any performance criteria. The Equity Incentive Award will be subject to the terms and conditions of the Invitrogen Corporation 2004 Equity Incentive Plan and the applicable restricted stock units agreement and nonstatutory stock option agreement, which will not be inconsistent with the terms of this Waiver and Release of Rights Agreement and which Executive will be required to sign as a condition of receiving the Equity Incentive Award. Should Executive’s employment be terminated by Company without Cause (as defined in the Change-in-Control Agreement) or Executive resign Executive’s employment for Good Reason (as modified in this Waiver and Release of Rights Agreement) during the Employment Period, Executive’s Equity Incentive Award shall immediately become fully vested and exercisable.

Equity Incentive Award. Following Executive’s execution of this Waiver and Release of Rights Agreement, and upon the Closing Date, Executive will be granted an accelerated 2009 equity incentive award described below (“Equity Incentive Award”). Through that Equity Incentive Award, Executive will be granted an option to purchase a number of shares of Company common stock that have a grant face value of $2,775,000 1,650,000 (“the Option”). The number of shares subject to the Option will be determined by dividing the grant face value by the Fair Market Value (as defined in the Invitrogen Corporation 2004 Equity Incentive Plan) on the date of the grant. The Option will be granted on the Closing Date and will vest annually over four (4) years in 25% installments. On the Closing Date, as part of the Equity Incentive Award, Executive will also be granted a number of restricted stock units of Company common stock that have a grant face value of $925,000550,000, which will vest 100% on the 3rd anniversary of the date of the grant (“RSU Award”). The number of restricted stock units granted will be determined by dividing the grant face value by the Fair Market Value (as defined in the Invitrogen Corporation 2004 Equity Incentive Plan) on the date of the grant. The RSU Award is not subject to any performance criteria. The Equity Incentive Award will be subject to the terms and conditions of the Invitrogen Corporation 2004 Equity Incentive Plan and the applicable restricted stock units agreement and nonstatutory stock option agreement, which will not be inconsistent with the terms of this Waiver and Release of Rights Agreement and which Executive will be required to sign as a condition of receiving the Equity Incentive Award. Should Executive’s employment be terminated by Company without Cause (as defined in the Change-in-Control Agreement) or Executive resign Executive’s employment for Good Reason (as modified in this Waiver and Release of Rights Agreement) during the Employment Period, Executive’s Equity Incentive Award shall immediately become fully vested and exercisable.