Sample Business Contracts


Change in Control Agreement - Applied Biosystems Inc. and Andre Marion

Free Change in Control Forms



December 3, 1992



Dear Andre Marion:

     Pursuant to a letter dated November 1, 1990 (the
"Severance Benefit Letter") between you ("Employee") and
Applied Biosystems, Inc., a California corporation (the
"Company"), the Company has agreed to provide you with
certain benefits in the event that your employment is
terminated for specified reasons within two years after a
Change of Control.  We now wish to make certain amendments
to that letter.  Certain capitalized terms not otherwise
defined herein shall have the meaning given them in the
Severance Benefit Letter.

     Recitals.  The Company has entered into an Agreement
and Plan of Merger, dated as of October 6, 1992, by and
among the Company, The Perkin-Elmer Corporation ("Perkin-
Elmer") and a wholly owned subsidiary of Perkin-Elmer (the
"Merger Agreement"), providing for a merger ("Merger")
following which the Company will become a wholly owned
subsidiary of Perkin-Elmer.  In consideration for and as an
inducement to Employee's agreement to the provisions of
Section 1(b), the Company is willing to agree to the
provisions of Section 1(a).

     1.   Amendments.

     a.  Paragraph 3.7 of the Severance Benefit Letter is
hereby amended in its entirety to read as follows:

          "Good Reason" means (i) reduction of Employee's
     base salary or rate of compensation as in effect
     immediately prior to the Change of Control, (ii)
     failure to continue to provide any medical, dental,
     accident or disability benefits that are no less
     favorable in the aggregate than the benefits provided
     to Employee immediately prior to the Change of Control
     (except that employee contributions may be raised to
     the extent of any cost increases imposed by third
     parties), (iii) failure or refusal of the successor
     company to assume the Company's obligations under this
     Agreement, as required by paragraph 5, (iv) breach by
     the Company or any successor company of any of the
     provisions of this Agreement, or (v) change of
     Employee's principal place of employment to a location
     more than 50 miles from Employee's principal place of
     employment on the date hereof without the consent of
     Employee.

     b.  New paragraph 8 is added as follows:

          Conditions to Payment of Salary Continuation
     Benefits.  Payment of benefits pursuant to Sections 1.1
     and 1.2 shall be conditioned upon (i) Employee not,
     directly or indirectly, during the period in which
     Employee is receiving salary continuation benefits
     pursuant to Section 1.1, without the written consent of
     Perkin-Elmer, becoming a principal, partner,
     shareholder owning more than 5%, director, officer,
     employee, agent or consultant of a company or other
     business entity whose principal business is the
     development, manufacturing, marketing, sale or lease of
     instrument systems or associated consumable products,
     including reagents, for life science research, (ii)
     Employee not, during the period in which Employee is
     receiving salary continuation benefits pursuant to
     Section 1.1, without the written consent of Perkin-
     Elmer, becoming a principal, partner, shareholder
     owning more than 5%, director, officer, employee, agent
     or consultant in a part of a business not covered by
     clause (i) where Employee's primary work responsibility
     involves the development, manufacturing, marketing,
     sale or lease of instrument system or associated
     consumable products, including reagents, for life
     science research, and (iii) Employee not directly or
     indirectly interfering with an customer or supplier
     relationship of Perkin-Elmer's or the Company's, or
     solicit or assisting anyone to solicit in any way any
     employee of Perkin-Elmer or the Company to resign or
     sever employment, or to breach an employment contract
     with Perkin-Elmer or the Company.  In the event that
     Employee shall at any time during the period in which
     Employee is receiving salary continuation benefits
     pursuant to Section 1.1 fail to meet the condition to
     payment of benefits set forth in the preceding
     sentence, then the Company shall, effective as of the
     date on which Employee fails to meet such condition,
     have no further obligation to make any payments
     pursuant to Sections 1.1 or 1.2.

and the subsequent paragraph is renumbered accordingly.

     2.  Governing Law.  This letter shall be governed by
and construed in accordance with the laws of the State of
California, without giving effect to its conflict of laws
principles or rules.

     3.  Counterparts.  This Agreement may be executed in
any number of counterparts, each of which when so executed
shall constitute an original copy hereof, but all of which
together shall constitute one agreement.

     4.  Full Force and Effect.  Except to the extent
expressly provided in this letter, the terms and provisions
of the Severance Benefit Letter shall remain in full force
and effect.

     The undersigned duly authorized officer of the Company
hereby certifies that, the amendments to the Severance
Benefit Letter contained herein have been approved by the
Incumbent Board.

     If you are in agreement with the foregoing, please so
indicate by signing and returning one copy of this letter by
the end of business on December 11, 1992, which will
constitute our agreement with respect to the matters set
forth herein.

Very truly yours,

APPLIED BIOSYSTEMS, INC.



By:  /s/   A. F. Marion

Name:   Andre F. Marion



CONFIRMED AND AGREED TO:



Andre Marion

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