0001193125-05-029508 Sample Contracts

INVITROGEN CORPORATION RESTRICTED STOCK UNIT AGREEMENT (Outside Director with Settlement Date at Termination of Service)
Restricted Stock Unit Agreement • February 14th, 2005 • Invitrogen Corp • Biological products, (no disgnostic substances) • California

Invitrogen Corporation has granted to the individual (the “Director”) named in the Notice of Grant of Restricted Stock Units (the “Notice”) to which this Restricted Stock Unit Agreement (the “Agreement”) is attached an award (the “Award”) of Restricted Stock Units upon the terms and conditions set forth in the Notice and this Agreement. The Award has been granted pursuant to and shall in all respects be subject to the terms and conditions of the Invitrogen Corporation 2004 Equity Incentive Plan (the “Plan”), as amended to the Date of Grant. By signing the Notice, the Director: (a) represents that the Director has read and is familiar with the terms and conditions of the Notice, the Plan and this Agreement, (b) accepts the Award subject to all of the terms and conditions of the Notice, the Plan and this Agreement, (c) agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions arising under the Notice, the Plan or this Agreement, an

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INVITROGEN CORPORATION OUTSIDE DIRECTOR STOCK OPTION AGREEMENT
Outside Director Stock Option Agreement • February 14th, 2005 • Invitrogen Corp • Biological products, (no disgnostic substances) • California

THIS OUTSIDE DIRECTOR STOCK OPTION AGREEMENT (the “Option Agreement”) is made and entered into as of Date of Option Grant, by and between Invitrogen Corporation (the “Company”) and the Director (the “Optionee”) named in the attached Notice of Grant of Stock Options (the “Notice of Grant”).

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