Performance Unit Bonus Plan - Applera Corp.
APPLERA CORPORATION
PERFORMANCE UNIT BONUS PLAN
(as amended through August 21, 2003)
1. Purpose of the Plan.
The purpose of the Applera Corporation Performance Unit Bonus Plan (the
"Plan") is to increase stockholder value and to advance the interests of Applera
Corporation and its subsidiaries (collectively, the "Corporation") by providing
financial incentives designed to attract, retain, and motivate key employees of
the Corporation.
2. Definitions.
As used herein, the following terms have the meanings hereinafter set
forth unless the context clearly indicates to the contrary:
2.1 "Applied Biosystems Stock" means the Applera Corporation - Applied
Biosystems Group Common Stock, par value $.01 per share.
2.2 "Celera Stock" means the Applera Corporation - Celera Genomics
Group Common Stock, par value $.01 per share.
2.3 "Committee" means the Management Resources Committee of the Board
of Directors of the Corporation, or any successor thereto or committee
designated thereby.
2.4 "Common Stock" means Celera Stock and Applied Biosystems Stock and
either of them as the context requires.
2.5 "Participant" means an employee to whom an award of Performance
Units has been granted under the Plan.
2.6 "Performance Unit" means the right to receive a cash or stock
payment from the Corporation in the future upon the attainment of specified
Stock Price Targets and/or completion of a specified Vesting Period, as provided
in the Plan.
2.7 "Stock Incentive Plan" means any of the Corporation's stock
incentive plans under which options for shares of Common Stock may be granted.
2.8 "Stock Price Targets" means the stock price targets, if any,
applicable to a series of Performance Units established by the Committee at the
time of such award. For purposes hereof, a stock price target shall be deemed
attained at such time as the fair market value (as defined in the applicable
Stock Incentive Plan) of a share of Celera Stock or Applied Biosystems Stock, as
the case may be, averages such stock price target over a period of 90
consecutive calendar days after the date of grant of the applicable Performance
Units.
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2.9 "Unit Value" means the value of a Performance Unit as determined
pursuant to Section 4.
2.10 "Vesting Period" means the vesting period, if any, applicable to a
series of Performance Units established by the Committee at the time of such
award.
3. Administration of the Plan.
The Committee shall have plenary authority in its discretion, but
subject to the express provisions of the Plan, to administer the Plan. The
Committee shall also have plenary authority in its discretion to interpret the
Plan, to prescribe, amend, and rescind rules and regulations relating to it, and
to make any and all other determinations and take any and all actions deemed
necessary or advisable for the administration of the Plan. The Committee's
determination on the foregoing matters shall be conclusive and binding.
4. Awards of Performance Units.
At the time of grant of stock options under a Stock Incentive Plan, the
Committee may grant to any employee to whom options have been so granted such
number of Performance Units up to the number of stock options so granted.
Performance Units may be granted in one or more series, each series containing
such terms and conditions consistent with the Plan as the Committee shall
determine. The term of each Performance Unit shall be the term of the related
stock option, subject to earlier termination as hereinafter provided, and the
Unit Value of each Performance Unit shall be determined by the Committee but
shall be not more than the purchase price of the related option. Each
Performance Unit granted hereunder shall be evidenced by an agreement containing
such terms and conditions consistent with the Plan as the Committee shall
determine.
5. Conditions to Payment of Performance Units.
A Participant's right to receive payment of the Unit Value of
Performance Units awarded to him or her shall, except as provided below, be
subject to such conditions as the Committee shall establish, including, without
limitation, the attainment of one or more Stock Price Targets and/or
satisfaction of one or more Vesting Periods with respect to such Performance
Units. Performance Units shall not be affected by any change of duties or
position so long as the holder thereof continues to be an employee of the
Corporation.
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6. Payment of Performance Units.
6.1 Terms of Payment. Payment of the aggregate Unit Value of
Performance Units shall be made in cash to Participants at such time and in such
manner as the Committee shall determine.
6.2 Deferrals. Notwithstanding the provisions of Section 6.1 above, to
the extent otherwise permissible under the terms of any deferred compensation
plan then offered by the Corporation, and subject to the terms thereof, a
Participant may elect to defer payment of the dollar value of the Unit Value
payable with respect to any Performance Units.
7. Payment Upon Termination of Employment.
7.1 Termination of Employment Prior to Attainment of Stock Price
Targets and/or Satisfaction of Vesting Periods. In the event that the employment
of a Participant shall terminate for any reason prior to any Stock Price Targets
having been attained and/or Vesting Periods having been satisfied, all
Performance Units granted to such Participant shall immediately terminate
without the payment of any consideration therefor.
7.2 Termination of Employment Following Attainment of Stock Price
Targets and/or Satisfaction of Vesting Periods. In the event that the employment
of a Participant shall terminate following the attainment of one or more Stock
Price Targets and/or satisfaction of one or more Vesting Periods, but prior to
payment in full of the Unit Value of the applicable Performance Units, the
Performance Units corresponding to such Stock Price Targets and/or Vesting
Periods shall be payable as follows:
7.2.1 Termination of Employment by a Participant or by the
Corporation other than upon Retirement, Death, or Disability. In the
event of termination of employment by a Participant or by the
Corporation for any reason other than retirement, death or disability,
all Performance Units granted to such Participant shall immediately
terminate, regardless of whether any Stock Price Targets have been
attained or Vesting Periods satisfied, without the payment of any
consideration therefor, and no payment shall be made therefor after the
date of termination.
7.2.2 Termination Upon Retirement, Death, or Disability. In
the event of termination of employment due to retirement from the
Corporation in accordance with the terms of any pension or retirement
plan provided by the Corporation, or if a Participant shall die while
employed by the Corporation or become totally and permanently disabled,
then the Performance Units as to which Stock Price Targets have been
attained and/or Vesting Periods have been satisfied as of the date of
such termination shall be paid to the Participant at such time as
payment of the Unit Value of the Performance Units would otherwise be
made pursuant to Section 6.1 hereof.
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8. Rights as a Stockholder.
A Participant shall not be entitled to any rights or privileges of a
stockholder of the Corporation, except that the Committee may, in its sole
discretion, provide that such Participant shall be entitled to receive dividend
equivalents on one or more series of Performance Units if, as, and when paid on
shares of Celera Stock or Applied Biosystems Stock, as applicable. For purposes
of the payment of such dividend equivalents, each Performance Unit shall be
deemed equivalent to one share of Celera Stock or Applied Biosystems Stock, as
the case may be (subject to adjustment as provided below).
9. Acceleration Upon a Change of Control.
Notwithstanding any other provision of the Plan or any Performance Unit
granted hereunder, all Stock Price Targets shall be deemed attained and all
Vesting Periods satisfied (i) in the event that a tender offer or exchange offer
(other than an offer by the Corporation) for the Common Stock representing more
than 25% of the combined voting power of the then outstanding voting securities
of the Corporation entitled to vote generally in the election of directors
("Voting Securities") is made by any "person" within the meaning of Section
14(d) of the Securities Exchange Act of 1934, as amended from time to time (the
"Act"), and not withdrawn within ten (10) days after the commencement thereof;
provided, however, that the Committee may by action taken prior to the end of
such ten (10) day period extend such ten (10) day period; and, provided further,
that the Committee may by further action taken prior to the end of such extended
period declare all Stock Price Targets to have been attained and all Vesting
Periods to have been satisfied, or (ii) in the event of a Change in Control (as
hereinafter defined).
For purposes of this Section 9, a "Change in Control" means an event
that would be required to be reported (assuming such event has not been
"previously reported") in response to Item 1(a) of the Current Report on Form
8-K, as in effect on the effective date of the Plan, pursuant to Section 13 or
15(d) of the Act; provided, however, that, without limitation, such a Change in
Control shall be deemed to have occurred at such time as (a) any "person" within
the meaning of Section 14(d) of the Act becomes the "beneficial owner" as
defined in Rule 13d-3 thereunder, directly or indirectly, of more than 25% of
the combined voting power of the then outstanding Voting Securities, (b) during
any two-year period, individuals who constitute the Board of Directors (the
"Incumbent Board") as of the beginning of the period cease for any reason to
constitute at least a majority thereof, provided that any person becoming a
director during such period whose election or nomination for election by the
Corporation's stockholders was approved by a vote of at least three-quarters of
the Incumbent Board (either by a specific vote or by approval of the proxy
statement of the Corporation in which such person is named as a nominee for
director without objection to such nomination, other than in response to an
actual or threatened Change in Control or proxy contest) shall be, for purposes
of this clause (b), considered as though such person were a member of the
Incumbent Board, or (c) the approval by the Corporation's stockholders of the
sale of all or substantially all of the stock or assets of the Corporation. The
Committee may adopt such procedures as to notice and exercise as may be
necessary to effectuate the acceleration of the payment of the Unit Value of
Performance Units as described above.
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10. Performance Units Not Transferable.
Performance Units may not be sold, assigned, bequeathed, transferred,
pledged, hypothecated, or otherwise disposed of in any way by the recipient
thereof. Any attempt to sell, pledge, assign, or transfer such rights shall be
void and unenforceable against the Corporation or any affiliate.
11. Time of Granting Performance Units.
Nothing contained in the Plan or in any resolution adopted by the Board
of Directors, the Committee, or the holders of Common Stock shall constitute the
grant of any Performance Units hereunder. A Performance Unit shall be deemed to
have been granted on the date on which the name of the recipient and the terms
of the Performance Unit are set forth in an Agreement and delivered to the
recipient, unless otherwise provided in the Agreement.
12. No Right to Continued Employment.
Nothing contained in the Plan shall confer upon any employee the right
to continue in the employ of the Corporation or any subsidiary or interfere with
the right of the Corporation or such subsidiary to terminate such employee's
employment at any time.
13. Adjustment Upon Changes in Capitalization.
Notwithstanding any other provision of the Plan, in the event of
changes in the outstanding Celera Stock or Applied Biosystems Stock, as the case
may be, by reason of stock dividends, stock splits, recapitalizations,
combinations or exchanges of shares, corporate separations or divisions
(including, but not limited to, split-ups, split-offs, or spin-offs),
reorganizations (including, but not limited to, mergers or consolidations),
liquidations, or other similar events, the aggregate number of Performance Units
granted under the Plan, the dividend equivalent payments payable thereon, and
the applicable Stock Price Targets shall be adjusted in such manner as the
Committee in its discretion deems appropriate.
14. Termination and Amendment of the Plan; Amendment of Awards.
The Committee may terminate the Plan at any time or make such
modification or amendment to the Plan as it shall deem advisable. The Committee
may amend the terms of any award of Performance Shares granted hereunder,
including, without limitation, to permit the payment of the Unit Value of any
Performance Units to Participants under circumstances other than those set forth
in Section 7 above; provided, however, that no such amendment shall adversely
affect in any material manner any right of any Participant without his or her
consent.
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15. Miscellaneous.
15.1 Withholding for Taxes. The Corporation shall have the right to
deduct from all payments under the Plan any taxes required by law to be withheld
with respect to such payments.
15.2 Unfunded Status. The Plan is intended and at all times shall be an
unfunded and unsecured deferred compensation plan that is limited to key
management and other highly-compensated employees of the Corporation. Any
payments made under the Plan shall be paid from the general funds of the
Corporation, and no provision shall at any time be made with respect to
segregating assets of the Corporation for such payment hereunder. No Participant
or other person shall have any interest in any particular assets of the
Corporation by reason of a right to receive any payment or benefit under the
Plan, and any such Participant or other person shall have only the rights of a
general unsecured creditor of the Corporation with respect to any rights under
the Plan.
15.3 Compliance with Laws. Notwithstanding anything to the contrary
contained in the Plan or otherwise, the Corporation shall not be obligated to
pay the Unit Value of any Performance Unit to the extent that the aggregate
amount payable would cause the Corporation to violate any law or violate or
breach any term of any loan, credit, or any other material agreement of the
Corporation or to which it or any of its assets are bound or subject. If any
payments are precluded from being made by reason of the first sentence of this
Section 15.3, such payments otherwise due shall be made on a pro rata basis as
and to the extent such applicable laws or agreements shall permit.
15.4 Governing Law. The Plan shall be construed, regulated, and
administered under the internal laws of the State of Delaware.
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