CHANGE-IN-CONTROL AGREEMENT





                  AGREEMENT by and between LIFE TECHNOLOGIES, INC., a Delaware

Corporation (the "Company"), and J. Stark Thompson, Ph.D. (the "Executive"),

dated as of the 13th day of February 1997.



                  The Board of Directors of the Company (the "Board"), has

determined that it is in the best interests of the Company and its stockholders

to assure that the Company will have the continued dedication of the Executive,

notwithstanding the possibility, threat or occurrence of a Change of Control (as

defined below). The Board believes it is imperative to diminish the inevitable

distraction of the Executive by virtue of the personal uncertainties and risks

created by a pending or threatened Change of Control and to encourage the

Executive's full attention and dedication to the Company currently and in the

event of any threatened or pending Change of Control, and to provide the

Executive with compensation and benefits arrangements upon a Change of Control

which ensure that the compensation and benefits expectations of the Executive

will be satisfied and which are competitive with those of other corporations.

Therefore, in order to accomplish these objectives, the Board has caused the

Company to enter into this Agreement.



                  NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:



                  1.       CERTAIN DEFINITIONS.



                           (a)      The "Effective Date" shall be the first date

during the "Change of Control Period" (as defined in Section l(b)) on which a

Change of Control occurs; provided that the Executive is employed on that date.

Anything in this Agreement to the contrary notwithstanding, if the Executive's

employment with the Company is terminated or the Executive ceases to be an

officer of the Company prior to the date on which a Change of Control occurs,

and it is reasonably demonstrated by the Executive that such termination of

employment or cessation of status as an officer (i) was at the request of a

third party who has taken steps reasonably calculated to effect the Change of

Control or (ii) otherwise arose in connection with or anticipation of the Change

of Control, then for all purposes of this Agreement the "Effective Date" shall

mean the date immediately prior to the date of such termination of employment or

cessation of status as an officer.



                           (b)      The "Change of Control Period" is the period

commencing on the date hereof and ending on the second anniversary of such date,

provided, however, that commencing on the date one year after the date hereof,

and on each annual anniversary of such date (such date and each annual

anniversary thereof is hereinafter referred to as the "Renewal Date"), the

Change of Control Period shall be automatically extended so as to terminate two

years from such Renewal Date, unless at least 60 days prior to the Renewal Date

the Company shall give notice to the Executive that the Change of Control Period

shall not be so extended.





{PAGE}





                  2.       CHANGE OF CONTROL. For the purpose of this Agreement;



                           (a)      a "Change of Control" shall mean:



                                    (i)      Any acquisition or series of

acquisitions, other than from the Company, by any individual, entity or group

(within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange

Act of 1934, as amended (the "Exchange Act")) of beneficial ownership (within

the meaning of Rule 13d-3 under the Exchange Act) of 20% or more of either the

then outstanding shares of common stock of the Company (the "Outstanding Company

Common Stock") or the combined voting power of the then outstanding voting

securities of the Company entitled to vote generally in the election of

directors (the "Outstanding Company Voting Securities"), provided, however, that

(A) any acquisition by the Company, The Dexter Corporation ("Dexter") or any of

their subsidiaries, (B) any acquisition by any employee benefit plan (or related

trust) sponsored or maintained by the Company, Dexter or any of their

subsidiaries, (C) any transaction or series of transactions that results in any

individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2)

of the Exchange Act) having beneficial ownership (within the meaning of Rule

13d-3 under the Exchange Act) of more than 20% of the Outstanding Company Common

Stock but less than the percentage of Outstanding Company Common Stock then

beneficially owned by Dexter, or (D) any acquisition or series of acquisitions

which results in any individual, entity or group (within the meaning of Section

13(d)(3) or 14(d)(2) of the Exchange Act) acquiring beneficial ownership (within

the meaning of Rule 13d-3 under the Exchange Act) of more than 20% of the

Outstanding Company Common Stock and while such a beneficial owner such

individual, entity or group does not exercise the voting power of his, her or

its Outstanding Company Common Stock or otherwise exercise control with respect

to any matter concerning or affecting the Company and promptly sells, transfers,

assigns or otherwise disposes of that number of shares of Outstanding Company

Common Stock necessary to reduce his, her or its beneficial ownership (within

the meaning of Rule 13d-3 under the Exchange Act) of the Outstanding Company

Common Stock to below 20%, as the case may be, shall not constitute a Change of

Control; or



                                    (ii)     Individuals who as of December 1,

1996, constitute the Board of Directors of the Company (the "Incumbent Board")

cease for any reason to constitute at least a majority of the Board of Directors

of the Company, provided that any individual becoming a director subsequent to

December 1, 1996, whose election, or nomination for election, by the Company's

stockholders was approved by a vote of at least a majority of the directors then

comprising the Incumbent Board, including a majority of the members of the

Incumbent Board who are not Dexter-related Directors (as hereinafter defined),

shall be considered as though such individual were a member of the Incumbent

Board, but excluding, for this purpose, any such individual whose initial

assumption of office is in connection with an actual or threatened election

contest (as such terms are used in Rule 14a-11 of the Regulation 14A promulgated

under the Exchange Act) relating to the election of directors of the Company; or

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC