AMENDMENT NO. 1 TO EXECUTIVE CHANGE IN CONTROL RETENTION AGREEMENT
EXHIBIT 10.1
AMENDMENT NO. 1 TO
EXECUTIVE CHANGE IN CONTROL RETENTION AGREEMENT
This AMENDMENT NO. 1 (the “Amendment”) to the Executive Change in Control Retention
Agreement dated [November 19, 2003] (the “Agreement’) by and between THERMO ELECTRON CORPORATION, a
Delaware corporation (the “Company”), and ___(the “Executive”) is made this 9th
day of November, 2006 by and between the Company and the Executive. Capitalized terms used but not
otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.
WHEREAS, the Company and the Executive have entered into the Agreement for the purpose of
describing the severance benefits that the Executive would receive in the event that Executive’s
employment with the Company is terminated under certain circumstances subsequent to a Change in
Control Date;
WHEREAS, on November 9, 2006, the Company completed a merger with Xxxxxx Scientific
International Inc. (the “Merger”), pursuant to which, among other things, a Change in Control of
the Company occurred and the Company changed its name to Thermo Xxxxxx Scientific Inc.;
WHEREAS, in connection with the Merger, the Board has amended the Company’s equity incentive
plans to provide new conditions under which the vesting of equity awards granted under those plans
on or after November 9, 2006 would be accelerated if another Change in Control occurred during the
Term of the Agreement; and
WHEREAS, as a condition to the grant of options and restricted stock awards by the Company to
the Executive on the date hereof, the Company requires that the Executive acknowledge the terms of
this Amendment;
NOW, THEREFORE, in consideration for the mutual promises contained herein, the parties hereby
agree as follows.
1. Amendments to Agreement.
(a) All references to “Thermo Electron Corporation” in the Agreement are hereby amended to
read “Thermo Xxxxxx Scientific Inc.”
(b) Section 4.1 of the Agreement is hereby amended and restated in its entirety as follows:
“4.1 Stock Acceleration. If the Change in Control Date occurs during the Term, then,
effective upon the Change in Control Date, (a) each outstanding option to purchase shares of Common
Stock of the Company granted prior to November 9, 2006 and held by the Executive shall become
immediately exercisable in full and the shares
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underlying the option will no longer be subject to a
right of repurchase by the Company, (b) each outstanding restricted stock award granted prior to
November 9, 2006 shall be deemed to be fully vested and will no longer be subject to a right of
repurchase by the Company and (c) each outstanding option and restricted stock award granted on or
after November 9, 2006 shall vest in accordance with the terms of the instrument evidencing the
option or the restricted stock award.
2. Miscellaneous.
(a) No Other Amendments. Except as specifically provided in this Amendment, no other
amendments, revisions or changes are made to the Agreement. All other terms and conditions of the
Agreement remain in full force and effect and the Parties hereby ratify and confirm their rights and
obligations under the Agreement, as amended hereby.
(b) Counterparts. This Amendment may be executed in one or more counterparts, each of
which shall be considered an original instrument, but all of which shall be considered one and the
same agreement, and shall become binding when one or more counterparts have been signed by each of
the Parties and delivered to each of them.
(c) Governing Law. This amendment and the rights and obligations of the parties
hereunder shall be governed by and construed and interpreted in accordance with the internal laws
of the Commonwealth of Massachusetts.
(e) Effectiveness of Amendment. The amendments to the Agreement contemplated by this
Amendment shall become effective upon the execution of this Amendment by the Parties.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment under seal as of the day
and year first set forth above.
| THERMO XXXXXX SCIENTIFIC INC. | ||||||
| By: | ||||||
| EXECUTIVE: | ||||||
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