TAX MATTERS AGREEMENT by and among APPLERA CORPORATION AND ITS AFFILIATES, and CELERA CORPORATION AND ITS AFFILIATES, Dated July 1, 2008Tax Matters Agreement • August 27th, 2008 • Applied Biosystems Inc. • Laboratory analytical instruments • Delaware
THIS TAX MATTERS AGREEMENT (this “Agreement”) dated as of July 1, 2008, by and among Applera Corporation, a Delaware corporation (“Applera”), each Applera Affiliate, Celera Corporation, a Delaware corporation (“Celera”), and each Celera Affiliate (the “Parties”) is entered into in connection with the Split-Off. Capitalized terms used in this Agreement are defined herein.
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • August 27th, 2008 • Applied Biosystems Inc. • Laboratory analytical instruments • Connecticut
AMENDMENT NO. 1, dated as of June 11, 2008 (this “Amendment”), to the EMPLOYMENT AGREEMENT, dated September 1, 2007 (the “Agreement”), by and between Applera Corporation, a Delaware corporation (the “Company”), and Mark P. Stevenson (the “Employee”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Agreement.
EXECUTIVE SEVERANCE PAY POLICY Special Provisions Background Applera Corporation (the “Company”), has entered into a Merger Agreement dated as of June 11, 2008 (the “Merger Agreement”) with Invitrogen Corporation (“Invitrogen”) pursuant to which the...Executive Severance Pay Policy • August 27th, 2008 • Applied Biosystems Inc. • Laboratory analytical instruments
This policy establishes the eligibility requirements for “severance pay” for employees in grade levels 18 through 25 and describes how severance pay is calculated and administered.
OPERATING AGREEMENT BY AND BETWEEN APPLERA CORPORATION AND CELERA CORPORATION DATED AS OF JULY 1, 2008Operating Agreement • August 27th, 2008 • Applied Biosystems Inc. • Laboratory analytical instruments • Delaware
This Operating Agreement (this “Agreement”), dated as of July 1, 2008 (the “Effective Date”), by and between Applera Corporation, a Delaware corporation (“Applera”), and Celera Corporation, a Delaware corporation (“Celera” and, collectively with Applera, the “Parties,” and each individually, a “Party”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • August 27th, 2008 • Applied Biosystems Inc. • Laboratory analytical instruments • Delaware
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.
