EXHIBIT 10.1
Thermo Electron Corporation
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May 7, 2006
Marijn ▇. ▇▇▇▇▇▇▇
Thermo Electron Corporation
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Dear Marijn:
Reference is made to the transactions contemplated by that certain
Agreement and Plan of Merger by and among Thermo Electron Corporation (the
"Company"), Trumpet Merger Corporation and ▇▇▇▇▇▇ Scientific International Inc.
dated as of May 7, 2006 (the "Merger Agreement"). This letter sets forth your
agreement to waive the accelerated vesting provisions that are triggered solely
by a Change-in-Control (as that term is defined in the plans and agreements
referenced in clauses (i), (ii) and (iii) hereof), occurring as a result of the
transactions contemplated by the Merger Agreement, under: (i) the stock
incentive plans of the Company and the award agreements thereunder, (ii) Section
6(d) of the Amended and Restated Employment Agreement between you and the
Company, dated as of November 21, 2002 (the "Employment Agreement"), and (iii)
Section 4.1 of the Executive Retention Agreement between you and the Company,
dated as of November 21, 2002 (the "Retention Agreement"), in each case, solely
as such provisions relate to your stock options to acquire shares of Company
common stock outstanding as of the date hereof (the "Waiver"). The Company
acknowledges that in the event that the Merger (as that term is defined in the
Merger Agreement) is not consummated, the Waiver shall become null and void.
This letter does not affect any other terms or in any way waive any
other rights that you may have under the Employment Agreement, the Retention
Agreement or any other agreements between you and the Company or the
compensation and benefit plans of the Company in which you participate, and the
Waiver is limited to a Change-in-Control occurring as a result of the
transactions contemplated by the Merger Agreement.
Please sign below to indicate your acknowledgment and acceptance of the
waiver set forth herein.
Very truly yours,
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
Agreed to and acknowledged as of the 7th day of May, 2006:
/s/ Marijn ▇. ▇▇▇▇▇▇▇
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Marijn ▇. ▇▇▇▇▇▇▇