0001193125-09-035204 Sample Contracts

TERMS AND CONDITIONS AWARD NOTICE AND AGREEMENT FOR STOCK OPTION GRANT
Stock Option Agreement • February 23rd, 2009 • Beckman Coulter Inc • Laboratory analytical instruments • Delaware

Beckman Coulter, Inc. maintains its 2007 Long-Term Performance Plan (the “Plan”) which is incorporated into and forms a part of the Award Notice and Agreement (“Award Agreement”) and under which this grant of a stock option (the “Option”) is made. These Terms and Conditions are also incorporated into and form a part of the Award Agreement. Unless otherwise expressly defined herein, all capitalized terms used in the Award Agreement shall have the same meaning assigned them in the Plan. The pronoun “you” used in this document refers to the grantee (or, as applicable, to the legal representative or other person or persons entitled to exercise under provisions relating to the death or incapacity of the grantee).

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TERMS AND CONDITIONS AWARD NOTICE AND AGREEMENT FOR STOCK OPTION GRANT
Stock Option Agreement • February 23rd, 2009 • Beckman Coulter Inc • Laboratory analytical instruments

Beckman Coulter, Inc. maintains its 2007 Long-Term Performance Plan (the “Plan”) which is incorporated into and forms a part of the Award Notice and Agreement (“Award Agreement”) and under which this non-qualified stock option award is made. These Terms and Conditions are also incorporated into and form a part of the Award Agreement. Unless a contrary meaning is clearly indicated, all terms in this grant shall have the same meaning assigned them in the Plan. The pronoun “you” used in this document refers to the optionee (or, as applicable, to the legal representative or other person or persons entitled to exercise under provisions relating to the death or incapacity of the optionee).

FIRST AMENDMENT TO BECKMAN COULTER, INC. BENEFIT EQUITY TRUST AGREEMENT
Benefit Equity Trust Agreement • February 23rd, 2009 • Beckman Coulter Inc • Laboratory analytical instruments • California

This FIRST AMENDMENT TO BECKMAN COULTER, INC. BENEFIT EQUITY TRUST AGREEMENT is entered into as of February 23, 2009 (“Amendment”), by and between Beckman Coulter, Inc., a Delaware corporation (the “Company”), and Wells Fargo Bank, N.A., a national banking association organized under the law of the United States of America (the “Trustee”), and shall serve to amend the Beckman Coulter, Inc. Benefit Equity Trust Agreement entered into as of October 5, 2004 between the Company and Trustee (the “Agreement”).

TERMS AND CONDITIONS AWARD NOTICE AND AGREEMENT FOR
Performance Share Grant Agreement • February 23rd, 2009 • Beckman Coulter Inc • Laboratory analytical instruments • Delaware

Beckman Coulter, Inc. maintains its 2007 Long-Term Performance Plan (the “Plan”) which is incorporated into and forms a part of the Award Notice and Agreement (“Award Agreement”) and under which this award of performance shares (the “Award”) is made. These Terms and Conditions are also incorporated into and form a part of the Award Agreement. Unless otherwise expressly defined herein, all capitalized terms used in the Award Agreement shall have the same meaning assigned them in the Plan. The pronoun “you” used in this document refers to the grantee (or, as applicable, to the legal representative or other person or persons entitled to exercise under provisions relating to the death or incapacity of the grantee).

TERMS AND CONDITIONS AWARD NOTICE AND AGREEMENT FOR STOCK UNIT GRANT
Award Notice and Agreement for Stock Unit Grant • February 23rd, 2009 • Beckman Coulter Inc • Laboratory analytical instruments • Delaware

Beckman Coulter, Inc. maintains its 2007 Long-Term Performance Plan (the “Plan”) which is incorporated into and forms a part of the Award Notice and Agreement (“Award Agreement”) and under which this award of stock units (the “Award”) is made. These Terms and Conditions are also incorporated into and form a part of the Award Agreement. Unless otherwise expressly defined herein, all capitalized terms used in the Award Agreement shall have the same meaning assigned them in the Plan. The pronoun “you” used in this document refers to the grantee (or, as applicable, to the legal representative or other person or persons entitled to exercise under provisions relating to the death or incapacity of the grantee).

TERMS AND CONDITIONS AWARD NOTICE AND AGREEMENT FOR STOCK UNIT GRANT
Award Notice and Agreement for Stock Unit Grant • February 23rd, 2009 • Beckman Coulter Inc • Laboratory analytical instruments • Delaware

Beckman Coulter, Inc. maintains its 2007 Long-Term Performance Plan (the “Plan”) which is incorporated into and forms a part of the Award Notice and Agreement (“Award Agreement”) and under which this award of stock units (the “Award”) is made. These Terms and Conditions are also incorporated into and form a part of the Award Agreement. Unless otherwise expressly defined herein, all capitalized terms used in the Award Agreement shall have the same meaning assigned them in the Plan. The pronoun “you” used in this document refers to the grantee (or, as applicable, to the legal representative or other person or persons entitled to exercise under provisions relating to the death or incapacity of the grantee).

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