<PAGE>
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______
FORM 10-Q
Mark One
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
-------------------
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________ to ___________
Commission file number 0-14991
---------
LIFE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 34-0431300
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
9800 Medical Center Drive, Rockville, MD 20850
(Address of principal executive offices) (Zip Code)
_______________
Registrant's telephone number, including area code: (301) 610-8000
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes x No_____
-----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at May 3, 2000
----- --------------------------
Common Stock, par value $.01 per share 25,062,103 shares
________________________________________________________________________________
<PAGE>
PART I
------
FINANCIAL INFORMATION
---------------------
Item 1. Financial Statements
--------------------
LIFE TECHNOLOGIES, INC.
CONSOLIDATED STATEMENT OF INCOME
(amounts in thousands, except per share data)
Three months ended
March 31,
------------------
2000 1999
- ------------------------------------------------------
Revenues:
Net sales $108,764 $99,537
Net royalties 525 447
-------- -------
109,289 99,984
Operating expenses:
Cost of sales 49,585 44,283
Marketing and administrative 36,274 32,574
Research and development 6,148 5,837
-------- -------
Total operating expenses 92,007 82,694
-------- -------
Operating income 17,282 17,290
Other income (expense), net 496 (693)
-------- -------
Income before income taxes 17,778 16,597
Income taxes 6,400 5,808
-------- -------
Income before minority interests 11,378 10,789
Minority interests (395) (297)
-------- -------
Net income $ 10,983 $10,492
======== =======
Earnings per share:
Basic $0.44 $0.42
Diluted $0.44 $0.42
Average shares outstanding:
Basic 25,015 24,944
Diluted 25,231 25,014
Dividends declared per share $ - $ 0.05
Amounts are unaudited.
The accompanying notes are an integral part of these condensed consolidated
financial statements.
2
<PAGE>
Part I - Financial Statements (continued)
LIFE TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEET
(amounts in thousands)
March 31, December 31,
2000 1999
- ---------------------------------------------------------------------------
ASSETS
Current assets:
Cash and cash equivalents $ 53,131 $ 51,489
Trade accounts receivable, net 83,180 79,301
Inventories:
Materials and supplies 17,120 16,519
In process and finished 71,980 67,653
LIFO reserve (1,396) (1,226)
-------- --------
Total inventory 87,704 82,946
Prepaid and other current assets 18,138 17,384
Current deferred tax assets 8,471 8,491
-------- --------
Total current assets 250,624 239,611
Property, plant and equipment 194,422 192,162
Less accumulated depreciation (65,439) (63,335)
-------- --------
Total property, plant and equipment 128,983 128,827
Investments and other assets 22,672 22,973
Excess of cost over net assets of
businesses acquired, net 11,485 11,560
-------- --------
Total assets $413,764 $402,971
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term debt $ 956 $ 848
Accounts payable 25,863 28,364
Accrued and deferred income tax liabilities 15,026 11,145
Accrued liabilities and expenses 26,811 27,494
-------- --------
Total current liabilities 68,656 67,851
Long-term debt 3,057 3,259
Pension liabilities 11,849 11,471
Deferred income tax liabilities 6,363 6,164
Minority interests 4,526 4,131
Stockholders' equity:
Common stock 250 250
Additional paid-in capital 97,595 96,362
Retained earnings 234,969 223,986
Accumulated other comprehensive income (loss) (13,501) (10,503)
-------- --------
Total stockholders' equity 319,313 310,095
-------- --------
Total liabilities and stockholders' equity $413,764 $402,971
======== ========
Amounts as of March 31, 2000 are unaudited.
The accompanying notes are an integral part of these condensed consolidated
financial statements.
3
<PAGE>
Part I - Financial Statements (continued)
LIFE TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(amounts in thousands)
Three months ended
March 31,
------------------
2000 1999
- ----------------------------------------------------------------------
CASH INFLOWS (OUTFLOWS)
Operations:
Net income $10,983 $ 10,492
Non-cash items:
Depreciation and amortization 4,228 3,931
Other 310 355
Changes in assets and liabilities (9,782) (8,742)
------- --------
5,739 6,036
Investing:
Capital expenditures (4,340) (10,504)
Acquisitions (1,090) (1,122)
------- --------
(5,430) (11,626)
Financing:
Dividends paid - (1,245)
Proceeds from exercise of stock options 948 1,593
Short-term borrowings (net) 178 (1,892)
Long-term debt repayments (126) -
------- --------
1,000 (1,544)
Effect of exchange rate changes on cash 333 377
------- --------
Increase (decrease) in cash and cash equivalents 1,642 (6,757)
Cash and cash equivalents at beginning of period 51,489 56,047
------- --------
Cash and cash equivalents at end of period $53,131 $ 49,290
======= ========
Amounts are unaudited.
The accompanying notes are an integral part of these condensed consolidated
financial statements.
LIFE TECHNOLOGIES, INC.
STATEMENT OF COMPREHENSIVE INCOME
(amounts in thousands)
Three months ended
March 31,
------------------
2000 1999
- ----------------------------------------------------------------------
Net income $10,983 $10,492
Other comprehensive income (loss)
Currency translation effects (2,997) (2,099)
------- -------
Comprehensive income $ 7,986 $ 8,393
======= =======
Amounts are unaudited.
The accompanying notes are an integral part of these condensed consolidated
financial statements.
4
<PAGE>
Notes To Financial Statements:
- -----------------------------
BASIS OF PRESENTATION
In the opinion of the Company's management, the unaudited financial statements
reflect all adjustments (which consist of normal recurring adjustments)
necessary to present a fair statement of the results for the interim periods.
The results for the three-month period ended March 31, 2000 are not necessarily
indicative of the results for the year ending December 31, 2000.
EARNINGS PER SHARE
Basic earnings per common share have been computed by dividing net income by the
weighted-average number of common shares outstanding during the period. Diluted
earnings per common share have been computed by dividing net income by the
weighted-average number of common shares outstanding plus an assumed increase in
common shares outstanding for dilutive securities.
The following table reconciles the weighted average number of common shares
outstanding during each period for basic earnings per share with the comparable
amount for diluted earnings per share.
Three months ended
March 31,
- -------------------------------------------------------------------------------
(amounts in thousands) 2000 1999
===============================================================================
Weighted average shares outstanding-basic 25,015 24,944
Stock options 216 70
- -------------------------------------------------------------------------------
Weighted average shares outstanding-diluted 25,231 25,014
===============================================================================
COMPREHENSIVE INCOME
The following are included as components of accumulated other comprehensive
income (loss).
Total
Foreign comprehensive
Pension currency income
liability translation (loss)
- -------------------------------------------------------------------------------
(amounts in thousands)
===============================================================================
Beginning balance (January 1, 2000) (11) (10,492) (10,503)
Current period change - (2,998) (2,998)
- -------------------------------------------------------------------------------
Ending balance (March 31, 2000) (11) (13,490) (13,501)
===============================================================================
U.S. and international withholding taxes have not been provided on undistributed
earnings of foreign subsidiaries. The Company remits only those earnings which
are considered to be in excess of the reasonably anticipated working capital
needs of the foreign subsidiaries, with the balance considered to be permanently
reinvested in the operations of such subsidiaries. It is impractical to
estimate the total tax liability, if any, until such a distribution is made.
5
<PAGE>
Part I - (continued)
SEGMENT REPORTING AND RELATED INFORMATION
Operating segment revenues for the quarters ended March 31, 2000 and 1999 were
as follows:
- -------------------------------------------------------------------------------
(amounts in thousands) 2000 1999
- -------------------------------------------------------------------------------
Americas Research $ 37,626 $33,645
U.S. Bioindustrial 22,688 19,973
Europe 32,366 32,485
Asia Pacific 16,084 13,434
Other 525 447
- -------------------------------------------------------------------------------
Total Revenue $109,289 $99,984
===============================================================================
Operating segment profit and a reconciliation to reported operating income for
the quarters ended March 31, 2000 and 1999 were as follows:
- ------------------------------------------------------------------------------
(amounts in thousands) 2000 1999
- ------------------------------------------------------------------------------
Americas Research $ 14,154 $ 12,539
U.S. Bioindustrial 8,781 7,456
Europe 6,504 9,942
Asia Pacific 4,653 4,052
Research and development (6,148) (5,837)
Other non-segment expenses (10,662) (10,862)
- ------------------------------------------------------------------------------
Operating income $ 17,282 $ 17,290
==============================================================================
CONTINGENCIES
In September 1999, the Company submitted a report in connection with a voluntary
disclosure to the Department of Veterans Affairs ("VA") regarding matters
involving the management of the Company's Federal Supply Schedule contract with
the VA that has been in effect since April 1992. As part of the disclosure the
Company offered to provide a refund to the government in the amount of $3.9
million. The Company expensed this amount in September 1999. The Company has
made a cash payment of $1.1 million to the VA and had an accrued liability of
$2.8 million at March 31, 2000. There can be no assurance that the government
will agree with the Company's assessment of this matter or accept the Company's
offered refund amount. Consequently, it is possible the final resolution of this
matter could materially differ from the Company's proposal and could have a
material adverse effect on the Company's consolidated financial position,
operating results or cash flows when resolved in a future reporting period.
Apart from the matter above, the Company is subject to other potential
liabilities under government regulations and various claims and legal actions
which are pending or may be asserted. These matters have arisen in the
6
<PAGE>
ordinary course and conduct of the Company's business and some are expected to
be covered, at least partly, by insurance. Estimated amounts for claims that are
probable and can be reasonably estimated are reflected as liabilities of the
Company. The ultimate resolution of these matters is subject to many
uncertainties. It is reasonably possible that some of the matters which are
pending or may be asserted could be decided unfavorably to the Company. Although
the amount of liability at March 31, 2000 with respect to these matters can not
be ascertained with certainty, the Company believes that any resulting liability
should not materially affect the Company's consolidated financial statements.
ACCOUNTANTS' REPORT
The unaudited financial data included herein as of March 31, 2000 and 1999, and
for the three-month periods then ended, have been reviewed by the registrant's
independent accountants, PricewaterhouseCoopers LLP, and their report is
attached. This report is not a report within the meaning of Section 7 and 11 of
the Securities Act of 1933 and the independent accountants' liability under
Section 11 does not extend to it.
Item 2. Management's Discussion and Analysis of Financial
-------------------------------------------------
Condition and Results of Operations
-----------------------------------
Any statements in this quarterly report concerning the Company's business
outlook or future economic performance; anticipated profitability, revenues,
expenses or other financial items; together with other statements that are not
historical facts, are "forward-looking statements" as that term is defined under
the Federal Securities Laws. Forward-looking statements are subject to risks,
uncertainties and other factors which could cause actual results to differ
materially from those stated in such statements. Such risks, uncertainties and
factors include, but are not limited to, changes in government funding for life
sciences research, changes in pricing or availability of fetal bovine serum,
changes in currency exchange rates, changes and delays in new product
introduction, customer acceptance of new products, changes in government
regulations, the possibility of adverse rulings by, or adverse developments in
negotiations with, the government, litigation risks, changes in pricing or other
actions by competitors and general economic conditions, as well as other risks
detailed in the Company's filings with the Securities and Exchange Commission.
The Company does not undertake any obligations to release publicly any revisions
to such forward-looking statements to reflect events or uncertainties after the
date hereof or to reflect the occurrence of unanticipated events.
7
<PAGE>
Part I - (continued)
Results of Operations
First Quarter Results
Revenues were $109.3 million in the first quarter of 2000, an increase of 9%
compared with revenues of $100.0 million in the first quarter of 1999. Net
sales for the first quarter of 2000 were $108.8 million, an increase of $9.3
million, or 9%, over the first quarter of 1999. Revenues for the Asia Pacific
segment increased 20%, which amount included a 5% increase related to the effect
of changes in currency exchange rates. Revenues for the U.S. Bioindustrial
segment increased 14%. Revenues for the Americas Research segment increased
12%, which amount included a less than one percent increase related to the
effect of changes in currency exchange rates. Revenues for the European segment
were unchanged, which included a 10% decrease related to the effect of changes
in currency exchange rates.
In the first quarter of 2000 sales of products other than fetal bovine serum
(FBS) increased by $10.3 million, or 10%, when compared with the first quarter
of 1999 after excluding the effect of changes due to different currency exchange
rates and sales of an acquired business. FBS net sales increased $0.4 million
on a currency comparable basis when comparing the first quarter of 2000 with the
first quarter of 1999 principally due to higher unit selling prices. FBS sales
represented 9% of net sales in the first quarter of 2000 compared with 10% of
net sales in the comparable period of 1999. Sales of the chromatography
business acquired during the second quarter of 1999 were $0.8 million.
Consolidated net sales in the first quarter of 2000 were $2.2 million, or 2%,
lower than they would have been at the exchange rates in effect in the first
quarter of 1999.
Gross margins were 54.4% of net sales in the first quarter of 2000 compared with
55.5% of net sales in the first quarter of 1999. Gross margins declined in the
2000 period principally due to unfavorable currency comparisons. FBS gross
margins decreased in the first quarter of 2000 compared with the first quarter
of 1999 as unit costs increased at a greater rate than unit selling prices.
Marketing and administrative expenses were 33.4% of net sales in the first
quarter of 2000 and 32.7% of net sales in the comparable period of 1999. The
increase in marketing and administrative expenses as a percentage of net sales
was principally due to increased expenses for new business initiatives and
information technology expenses, which were areas of increasing investment for
the Company throughout 1999. Marketing and administrative expenses have
decreased slightly from the fourth quarter of 1999 to the first quarter of 2000
and represented 33.4% of net sales in the first quarter of 2000 and 34.8% of net
sales in the fourth quarter of 1999. Research and development expenses were
$6.1 million in the first quarter of 2000, representing a 5% increase over the
comparable period in 1999.
8
<PAGE>
Operating income of $17.3 million was unchanged when comparing the first quarter
of 2000 with the first quarter of 1999. Excluding unfavorable currency effects
of $1.5 million and losses related to a business acquired in the second quarter
of 1999 of $0.6 million, operating income increased by 12% in the first quarter
of 2000 when compared to the first quarter of 1999. The unfavorable currency
effects were principally related to the weaker Euro compared with the U.S.
dollar and British pound in the 2000 period. Other income (expense), net was
income of $0.5 million in the first quarter of 2000 compared with expense of
$0.7 million in the first quarter of 1999. Other income (expense), net in the
first quarter of 1999 included $1.1 million of currency exchange losses. The
effective tax rate was 36% in the first quarter of 2000 compared with 35% in the
first quarter of 1999.
Net income of $11.0 million in the first quarter of 2000 represented a 5%
increase over net income of $10.5 million reported in the comparable period of
1999. Diluted earnings per share of $0.44 in the first quarter of 2000 were 5%
greater than diluted earnings per share of $0.42 in the first quarter of 1999.
Liquidity and Capital Resources
Operating activities provided $5.7 million in cash during the first three months
of 2000. Net income after adjustments for depreciation and amortization was the
principal source of cash from operations in 2000. Working capital increases
were the principal use of cash from operations.
Investing activities for the first three months of 2000 included $4.3 million
for capital expenditures. Also included in investing activities during the
first three months was $1.1 million of deferred purchase payments related to the
1996 acquisition of Custom Primers Inc.
Financing activities for the first three months of 2000 included cash outflows
of $0.1 million for long-term debt repayments. Cash proceeds included $0.9
million for stock option exercises and $0.2 million for short-term debt
borrowings.
Capital expenditures in 2000 are expected to range from $30-35 million. The
Company is contemplating facility upgrades and expansions of $20-25 million with
the balance of expected 2000 capital expenditures for new and replacement
machinery, equipment and management information systems including e-Commerce
initiatives. The Company expects to spend approximately $7.3 million in the
third quarter to buy a manufacturing facility that is currently leased.
The Company is actively evaluating licensing possibilities, as well as
acquisition candidates which complement the Company's core cell and molecular
biology and cell culture product lines. The Company may fund these transactions
using cash from operations, debt, equity, or other sources.
9
<PAGE>
Part I - (continued)
New Accounting Pronouncement
The Financial Accounting Standards Board has issued, SFAS No. 137, Accounting
for Derivative Instruments and Hedging Activities - Deferral of the Effective
Date of FASB Statement No. 133. This statement amends SFAS No. 133, Accounting
for Derivative Instruments and Hedging Activities to be effective for all fiscal
quarters of all fiscal years beginning after June 15, 2000. SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities, requires that
every derivative instrument be recorded in the balance sheet as either an asset
or liability measured at its fair value. The statement requires that changes in
the derivative's fair value be recognized in earnings unless specific hedge
accounting criteria are met. The Company believes that the effect of adoption
of SFAS No. 133 will not have a material effect on the Company's financial
statements.
10
<PAGE>
PART II - OTHER INFORMATION
------- -----------------
Item 1. Legal Proceedings - Not applicable.
-----------------
Item 2. Changes in Securities and Use of Proceeds - Not applicable.
-----------------------------------------
Item 3. Defaults Upon Senior Securities - Not applicable.
-------------------------------
Item 4. Submission of Matters to a Vote of Security Holders - Not applicable.
---------------------------------------------------
Item 5. Other Information - None.
-----------------
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits:
10.1. Change-in-Control Agreement date March 15, 2000, between the
Registrant and Brian D. Graves regarding certain severance
benefits in the event of termination of employment following a
change of control, as defined in the agreement.
15. Letter re unaudited interim financial statements.
27. Financial data schedule
(b) Reports on Form 8-K.
The Company filed a Current Report on Form 8-K dated January 27, 2000
reporting that on January 20, 2000 The Company received a letter from
Dexter Corporation ("Dexter") proposing to acquire for $49.00 per
share the 28.5% of the Company that Dexter does not currently own in a
merger transaction.
11
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
LIFE TECHNOLOGIES, INC.
Date: May 5, 2000 By: /s/ C. Eric Winzer
------------------------------
C. Eric Winzer
Vice President and
Chief Financial Officer
(Principal Financial Officer
and Authorized Signatory)
By: /s/ Gloria Zak
------------------------------
Gloria Zak
Controller
(Principal Accounting Officer)
12
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Stockholders and Board of Directors
Life Technologies, Inc.
We have reviewed the accompanying consolidated balance sheet of Life
Technologies, Inc. and its subsidiaries as of March 31, 2000, and the related
consolidated statements of income and comprehensive income for the three-month
periods ended March 31, 2000 and 1999, and the related condensed consolidated
statement of cash flows for the three-month periods then ended. These financial
statements are the responsibility of the Company's management.
We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted
in accordance with auditing standards generally accepted in the United States,
the objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the consolidated financial statements referred to above for them to
be in conformity with accounting principles generally accepted in the United
States.
We have previously audited, in accordance with auditing standards generally
accepted in the United States, the consolidated balance sheet as of December 31,
1999, and the related consolidated statements of income, comprehensive income,
stockholders' equity and cash flows for the year then ended (not presented
herein), and in our report, dated January 24, 2000, we expressed an unqualified
opinion on those consolidated financial statements.
/s/ PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
McLean, Virginia
April 11, 2000
13
<PAGE>
EXHIBIT INDEX
-------------
Page
----
Exhibit 10.1 Change-in-Control Agreement date March 15, 2000, 15
between the Registrant and Brian D. Graves
regarding certain severance benefits in the
event of termination of employment following a
change of control, as defined in the agreement.
Exhibit 15 Letter re unaudited interim financial information 31
Exhibit 27 Financial data schedule 32
14
<PAGE>
Exhibit 10.1
CHANGE-IN-CONTROL AGREEMENT
AGREEMENT by and between LIFE TECHNOLOGIES, INC., a Delaware
Corporation (the "Company"), and Brian D. Graves (the "Executive"), dated as of
the 15th day of March 2000.
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.
15
<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
16
<PAGE>
(iii) Approval by the stockholders of the Company of a
complete liquidation or dissolution of the Company, or of the sale or
other disposition of all or substantially all of the assets of the
Company, or of a reorganization, merger or consolidation of the
Company, in each case, with respect to which all or substantially all
of the individuals and entities who were the respective beneficial
owners of the Outstanding Company Common Stock and Outstanding Company
Voting Securities immediately prior to such reorganization, merger or
consolidation do not, following such reorganization, merger or
consolidation beneficially own, directly or indirectly, more than 60%
of, respectively, the then outstanding shares of common stock and the
combined voting power of the then outstanding voting securities
entitled to vote generally in the election of directors, as the case
may be, of the corporation resulting from such reorganization, merger
or consolidation; or
(iv) At any time when Dexter is the beneficial owner
(within the meaning of Rule 13d-3 under the Exchange Act) of 20% or
more of either the Outstanding Company Common Stock or the Outstanding
Company Voting Securities any of the events set forth in the following
clauses (A), (B) or (C) below shall occur:
(A) The acquisition, other than from Dexter, by any individual,
entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of
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 Dexter (the "Outstanding Dexter
Common Stock") or the combined voting power of the then outstanding
voting securities of Dexter entitled to vote generally in the election
of directors (the "Outstanding Dexter Voting Securities"), provided,
however, that (I) any acquisition by the Company, Dexter or any of
their subsidiaries, (II) any acquisition by any employee benefit plan
(or related trust) sponsored or maintained by the Company, Dexter or
any of their subsidiaries, or (III) any acquisition by any corporation
with respect to which, following such acquisition, more than 60% of,
respectively, the then outstanding shares of common stock of such
corporation and the combined voting power of the then outstanding
voting securities of such corporation entitled to vote generally in
the election of directors is then beneficially owned, directly or
indirectly, by all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the
Outstanding Dexter Common Stock and Outstanding Dexter Voting
Securities immediately prior to such acquisition in substantially the
same proportion as their ownership, immediately prior to such
acquisition, of the Outstanding Dexter Common Stock and Outstanding
Dexter Voting Securities, as the case may be, shall not constitute a
Change of Control; or
17
<PAGE>
(B) Individuals who, as of December 1, 1996, constitute the Board
of Directors of Dexter (the "Dexter Incumbent Board") cease for any
reason to constitute at least a majority of the Board of Directors of
Dexter, provided that any individual becoming a director subsequent to
December 1, 1996, whose election, or nomination for election, by
Dexter's stockholders was approved by a vote of at least a majority of
the directors then comprising the Dexter Incumbent Board shall be
considered as though such individual were a member of the Dexter
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
Regulation 14A promulgated under the Exchange Act) relating to the
election of the directors of Dexter; or
(C) Approval by the stockholders of Dexter of a complete
liquidation or dissolution of Dexter or of the sale or other
disposition of all or substantially all of the assets of Dexter, or of
a reorganization, merger or consolidation of Dexter, in each case,
with respect to which all or substantially all of the individuals and
entities who were the respective beneficial owners of the Outstanding
Dexter Common Stock and Outstanding Dexter Voting Securities
immediately prior to such reorganization, merger or consolidation do
not, following such reorganization, merger or consolidation,
beneficially own, directly or indirectly, more than 60% of,
respectively, the then outstanding shares of common stock and the
combined voting power of the then outstanding voting securities
entitled to vote generally in the election of directors, as the case
may be, of the corporation resulting from such reorganization, merger
or consolidation.
For purposes of this Agreement, a "Dexter-related Director" shall mean
any director of the Company who is or during the prior 10 years has been an
officer, director, employee or 5% or greater stockholder of Dexter or any of its
subsidiaries (other than the Company and its subsidiaries) or an officer,
director, partner, employee or 5% or greater stockholder of any law firm,
investment bank or other business organization that has been retained by Dexter
or any of its subsidiaries (other than the Company and its subsidiaries) to
provide services for an aggregate remuneration in any year of in excess of 5% of
the revenues of such law firm, investment bank or other business organization or
is otherwise controlling, controlled by or under common control with Dexter.
3. Employment Period. The Company hereby agrees to continue the
-----------------
Executive in its employ, and the Executive hereby agrees to remain in the employ
of the Company, for the period commencing on the Effective Date and ending at
the end of the 24th month following the Effective Date (the "Employment
Period").
18
<PAGE>
4. Terms of Employment
-------------------
(a) Position and Duties.
-------------------
(i) During the Employment Period, (A) the Executive's
position (including status, offices, titles and reporting requirements),
authority, duties and responsibilities shall be at least commensurate in all
material respects with the most significant of those held, exercised and
assigned at any time during the 90-day period immediately preceding the
Effective Date and (B) the Executive's services shall be performed at the
location where the Executive was employed immediately preceding the Effective
Date or any office or location less than 50 miles from such location.
(ii) During the Employment Period, and excluding any periods
of vacation and sick leave to which the Executive is entitled, the Executive
agrees to devote reasonable attention and time during normal business hours to
the business and affairs of the Company and, to the extent necessary to
discharge the responsibilities assigned to the Executive hereunder, to use the
Executive's reasonable best efforts to perform faithfully and efficiently such
responsibilities. During the Employment Period it shall not be a violation of
this Agreement for the Executive to (A) serve on corporate, civic or charitable
boards or committees, (B) deliver lectures, fulfill speaking engagements or
teach at educational institutions and (C) manage personal investments, so long
as such activities do not significantly interfere with the performance of the
Executive's responsibilities as an employee of the Company in accordance with
this Agreement. It is expressly understood and agreed that to the extent that
any such activities have been conducted by the Executive prior to the Effective
Date, the continued conduct of such activities (or the conduct of activities
similar in nature and scope thereto) subsequent to the Effective Date shall not
thereafter be deemed to interfere with the performance of the Executive's
responsibilities to the Company.
(b) Compensation.
------------
(i) Base Salary. During the Employment Period, the
-----------
Executive shall receive an annual base salary ("Annual Base Salary"), which
shall be paid at a monthly rate, at least equal to the highest annualized (for
any fiscal year consisting of less than twelve full months or with respect to
which the Executive has been employed by the Company for less than twelve full
months) base salary paid or payable to the Executive by the Company and its
affiliated companies in respect of the three fiscal years immediately preceding
the fiscal year in which the Effective Date occurs. During the Employment
Period, the Annual Base Salary shall be reviewed at least annually and shall be
increased at any time and from time to time as shall be substantially consistent
with increases in base salary generally awarded in the ordinary course of
business to other peer executives of the Company and its affiliated companies.
Any increase in Annual Base Salary shall not serve to limit or reduce any other
obligation to the Executive under this Agreement. Annual Base Salary shall not
be reduced after any such increase and the term Annual Base Salary as utilized
in this Agreement shall refer to the Annual Base Salary as so increased. As used
in this Agreement, the term "affiliated companies" includes any company
controlled by, controlling or under common control with the Company.
(ii) Annual Bonus. In addition to Annual Base Salary, the
------------
Executive shall be awarded, for each fiscal year during the Employment Period,
an annual bonus (the "Annual Bonus") in cash at least equal to the higher of
either (A) the average annualized (for any fiscal year consisting of less than
19
<PAGE>
twelve full months or with respect to which the Executive has been employed by
the Company for less than twelve full months) bonus paid, or payable but for any
deferral to the Executive by the Company and its affiliated companies under the
Company's deferred compensation arrangements, in respect of the three fiscal
years immediately preceding the fiscal year in which the Effective Date occurs,
or (B) in the event the annual bonus paid, or payable but for any deferral to
the Executive by the Company and its affiliated companies under the Company's
deferred compensation arrangement, in respect of the fiscal year immediately
preceding the fiscal year in which the Effective Date occurs was based upon a
formula or plan in which the Executive participated, then such Annual Bonus
shall be at least equal to the bonus which would be payable based on such
formula or plan had the Executive's participation therein and level of
participation remained in effect following the Effective Date. Each such Annual
Bonus shall be paid no later than the end of the third month of the fiscal year
next following the fiscal year for which the Annual Bonus is awarded, unless the
Executive shall elect to defer the receipt of such Annual Bonus.
(iii) Incentive, Savings and Retirement Plans. In addition
---------------------------------------
to Annual Base Salary and Annual Bonus payable as hereinabove provided, the
Executive shall be entitled to participate during the Employment Period in all
incentive, savings and retirement plans, practices, policies and programs
generally applicable to other peer executives of the Company and its affiliated
companies, but in no event shall such plans, practices, policies and programs
provide the Executive with incentive opportunities (measured with respect to
both regular and special incentive opportunities), savings opportunities and
retirement benefits opportunities, in each case, less favorable, in the
aggregate, than the most favorable of those provided by the Company and its
affiliated companies for the Executive under such plans, practices, policies and
programs as in effect at any time during the 90-day period immediately preceding
the Effective Date.
(iv) Welfare Benefit Plans. During the Employment Period,
---------------------
the Executive and/or the Executive's family, as the case may be, shall be
eligible for participation in and shall receive all benefits under welfare
benefit plans, practices, policies and programs provided by the Company and its
affiliated companies (including, without limitation, medical, prescription,
dental, disability, salary continuance, employee life, group life, accidental
death and travel accident insurance plans and programs) to the extent generally
applicable to other peer executives of the Company and its affiliated companies,
but in no event shall such plans, practices, policies and programs provide
benefits which are less favorable, in the aggregate, than the most favorable of
such plans, practices, policies and programs in effect for the Executive and/or
the Executive's family at any time during the 90-day period immediately
preceding the Effective Date.
20
<PAGE>
(v) Business Expenses. During the Employment Period,
-----------------
the Executive shall be entitled to receive prompt reimbursement for all
reasonable business expenses incurred by the Executive in accordance with the
most favorable policies, practices and procedures of the Company and its
affiliated companies in effect for the Executive at any time during the 90-day
period immediately preceding the Effective Date or, if more favorable to the
Executive, as in effect at any time thereafter generally with respect to other
peer executives of the Company and its affiliated companies.
(vi) Fringe Benefits. During the Employment Period, the
---------------
Executive shall be entitled to fringe benefits in accordance with the most
favorable plans, practices, programs and policies of the Company and its
affiliated companies in effect for the Executive at any time during the 90-day
period immediately preceding the Effective Date or, if more favorable to the
Executive, as in effect at any time thereafter generally with respect to other
peer executives of the Company and its affiliated companies.
(vii) Office and Support Staff. During the Employment
------------------------
Period, the Executive shall be entitled to an office or offices of a size and
with furnishings and other appointments, and to personal secretarial and other
assistance, at least equal to the most favorable of the foregoing provided to
the Executive by the Company and its affiliated companies at any time during the
90-day period immediately preceding the Effective Date or, if more favorable to
the Executive, as provided at any time thereafter generally with respect to
other peer executives of the Company and its affiliated companies.
(viii) Vacation. During the Employment Period, the
--------
Executive shall be entitled to paid vacation in accordance with the most
favorable plans, policies, programs and practices of the Company and its
affiliated companies as in effect for the Executive at any time during the 90-
day period immediately preceding the Effective Date or, if more favorable to the
Executive, as in effect at any time thereafter generally with respect to other
peer executives of the Company and its affiliated companies.
5. Termination of Employment.
-------------------------
(a) Death or Disability. The Executive's employment shall
--------------------
terminate automatically upon the Executive's death during the Employment Period.
If the Company determines in good faith that the Disability (as defined below)
of the Executive has occurred during the Employment Period, it may give to the
Executive written notice in accordance with Section 15(b) of this Agreement of
its intention to terminate the Executive's employment. In such event, the
Executive's employment with the Company shall terminate effective on the 30th
day after receipt of such notice by the Executive (the "Disability Effective
Date"), provided that, within the 30 days after such receipt, the Executive
shall not have returned to full-time performance of the Executive's duties. For
purposes of this Agreement, "Disability" means the absence of the Executive from
the Executive's duties with the Company on a full-time basis for 180 consecutive
business days as a result of incapacity due to mental or physical illness which
is determined to be total and permanent by a physician selected by the Company
or its insurers and acceptable to the Executive or the Executive's legal
representative (such agreement as to acceptability not to be withheld
unreasonably).
(b) Cause. The Company may terminate the Executive's
-----
employment during the Employment Period for "Cause." For purposes of this
Agreement, "Cause" means (i) repeated violations by the Executive of the
Executive's responsibilities and duties under Section 4(a) of this Agreement
which
21
<PAGE>
are demonstrably willful and deliberate on the Executive's part and which are
not remedied in a reasonable period of time after receipt of written notice from
the Company, (ii) commission of an intentional act of fraud, embezzlement or
theft by the Executive in connection with the Executive's duties or in the
course of the Executive's employment with the Company or its affiliated
companies, (iii) causing intentional wrongful damage to property of the Company
or its affiliated companies, (iv) intentionally and wrongfully disclosing secret
processes or confidential information of the Company or its affiliated
companies, or (v) participating, without the Company's express written consent,
in the management of any business enterprise which engages in substantial and
direct competition with the Company or its affiliated companies, and any such
act shall have been materially harmful to the Company or its affiliated
companies.
(c) Good Reason. The Executive's employment may be terminated
-----------
during the Employment Period by the Executive for "Good Reason." For purposes of
this Agreement, "Good Reason" means
(i) the assignment to the Executive of any
responsibilities or duties inconsistent in any respect with the Executive's
position (including status, offices, titles and reporting requirements),
authority, duties or responsibilities as contemplated by Section 4(a) of this
Agreement, or any other action by the Company which results in a diminution in
such position, authority, duties or responsibilities, excluding for this purpose
an isolated, insubstantial and inadvertent action not taken in bad faith and
which is remedied by the Company promptly after receipt of written notice
thereof given by the Executive;
(ii) any failure by the Company to comply with any of the
provisions of Section 4(b) of this Agreement, other than an isolated,
insubstantial and inadvertent failure not occurring in bad faith and which is
remedied by the Company promptly after receipt of written notice thereof given
by the Executive;
(iii) the Company requiring the Executive to be based at any
office or location other than that described in Section 4(a)(i)(B) hereof or,
requiring the Executive to travel away from his or her office in the course of
discharging responsibilities or duties in a manner which is inappropriate for
the performance of the Executive's duties hereunder and which is significantly
more frequent (in terms of either consecutive days or aggregate days in any
calendar year) than was required prior to the Change of Control;
(iv) any purported termination by the Company of the
Executive's employment otherwise than as expressly permitted by this Agreement;
or
(v) any failure by any successor to the Company to comply
with and satisfy Section 14(c) of this Agreement, provided that such successor
has received at least ten (10) days prior written notice from the Company or the
Executive of the requirements of Section 14(c) of this Agreement.
For the purposes of this Section 5(c), any good faith determination of "Good
Reason" made by the Executive shall be conclusive.
(d) Notice of Termination. Any termination by the Company for
---------------------
Cause or by the Executive for Good Reason shall be communicated by "Notice of
Termination" to the other party hereto given in accordance with Section 15(b) of
this Agreement. For purposes of this Agreement, a "Notice of Termination" means
a written notice which (i) indicates the specific termination provision in this
22
<PAGE>
Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable
detail the facts and circumstances claimed to provide a basis for termination of
the Executive's employment under the provision so indicated and (iii) if the
Date of Termination (as defined below) is other than the date of receipt of such
notice, specifies the termination date (which date shall be not more than
fifteen days after the giving of such notice). The failure by the Executive or
the Company to set forth in the Notice of Termination any fact or circumstance
which contributes to a showing of Good Reason or Cause, as the case may be,
shall not waive any right of the Executive or the Company hereunder or preclude
the Executive or the Company from asserting such fact or circumstance in
enforcing the Executive's or the Company's rights hereunder.
(e) Date of Termination. "Date of Termination" means the date
-------------------
of receipt of the Notice of Termination or any later date specified therein, as
the case may be; provided, however, that (i) if the Executive's employment is
terminated by the Company other than for Cause or Disability, the Date of
Termination shall be the date on which the Company notifies the Executive of
such termination and (ii) if the Executive's employment is terminated by reason
of death or Disability, the Date of Termination shall be the date of death of
the Executive or the Disability Effective Date, as the case may be.
6. Obligations of the Company upon Termination.
-------------------------------------------
(a) Death. If the Executive's employment is terminated by
-----
reason of the Executive's death during the Employment Period, this Agreement
shall terminate without further obligations to the Executive's legal
representatives under this Agreement, other than the following obligations: (i)
payment of the Executive's Annual Base Salary through the Date of Termination to
the extent not theretofore paid, (ii) payment of the product of (x) the Annual
Bonus paid or payable but for any deferral (and annualized for any fiscal year
consisting of less than twelve full months or for which the Executive has been
employed for less than twelve full months) to the Executive for the most
recently completed fiscal year during the Employment Period, and (y) a fraction,
the numerator of which is the number of days in the current fiscal year through
the Date of Termination, and the denominator of which is 365 and (iii) payment
of any compensation previously deferred by the Executive (together with any
accrued interest thereon) and not yet paid by the Company and any accrued
vacation pay not yet paid by the Company (the amounts described in clauses (i),
(ii) and (iii) above are hereafter referred to as "Accrued Obligations"). All
Accrued Obligations shall be paid to the Executive's estate or beneficiary, as
applicable, at the option of the Company, either (x) in a lump sum in cash
within 30 days of the Date of Termination or (y) in twelve equal consecutive
monthly installments, with the first installment to be paid within 30 days of
the Date of Termination. Anything in this Agreement to the contrary
notwithstanding, the Executive's family shall be entitled to receive benefits at
least equal to the most favorable benefits provided generally by the Company and
any of its affiliated companies to surviving families of peer executives of the
Company and such affiliated companies under such plans, programs, practices and
policies relating to family death benefits, if any, as in effect generally with
respect to other peer executives and their families at any time during the 90-
day period immediately preceding the Effective Date or, if more favorable to the
Executive and/or the Executive's family as in effect on the date of the
Executive's death generally with respect to other peer executives of the Company
and its affiliated companies and their families.
(b) Disability. If the Executive's employment is terminated by
----------
reason of the Executive's Disability during the Employment Period, this
Agreement shall terminate without further obligations to the Executive, other
than
23
<PAGE>
for Accrued Obligations. All Accrued Obligations shall be paid to the Executive
at the option of the Company, either (x) in a lump sum in cash within 30 days of
the Date of Termination or (y) in twelve equal consecutive monthly installments,
with the first installment to be paid within 30 days of the Date of Termination.
Anything in this Agreement to the contrary notwithstanding, the Executive shall
be entitled after the Disability Effective Date to receive disability and other
benefits at least equal to the most favorable of those provided by the Company
and its affiliated companies to disabled peer executives and/or their families
in accordance with such plans, programs, practices and policies relating to
disability, if any, as in effect generally with respect to other peer executives
and their families at any time during the 90-day period immediately preceding
the Effective Date or, if more favorable to the Executive and/or the Executive's
family, as in effect at any time thereafter through the Date of Termination
generally with respect to other peer executives of the Company and its
affiliated companies and their families.
(c) Cause. If the Executive's employment shall be terminated
-----
for Cause during the Employment Period, this Agreement shall terminate without
further obligations to the Executive other than the obligation to pay to the
Executive the Annual Base Salary through the Date of Termination plus the amount
of any compensation previously deferred by the Executive, in each case to the
extent theretofore unpaid. If the Executive terminates employment during the
Employment Period, excluding a termination for Good Reason, this Agreement shall
terminate without further obligations to the Executive, other than for Accrued
Obligations. In such case, all Accrued Obligations shall be paid to the
Executive at the option of the Company, either (x) in a lump sum in cash within
30 days of the Date of Termination, or (y) in twelve equal consecutive monthly
installments, with the first installment to be paid within 30 days of the Date
of Termination.
(d) Good Reason. If, during the Employment Period, the Company
shall terminate the Executive's employment other than for Cause or Disability,
or the Executive shall terminate employment under this Agreement for Good
Reason:
24
<PAGE>
(i) the Company shall pay to the Executive the aggregate of the
following amounts, such amounts to be payable by the Company in a lump sum in
cash within 30 days of the Date of termination.
A. All Accrued Obligations; and
B. 2 times the sum of the Executive's Annual Base
-
Salary and the higher of either (i) the average annualized (for any fiscal year
consisting of less than twelve full months or with respect to which the
Executive has been employed by the Company for less than twelve full months)
bonus paid, or payable but for any deferral to the Executive by the Company and
its affiliated companies under the Company's deferred compensation arrangements,
in respect of the three fiscal years immediately preceding the fiscal year in
which the Effective Date occurs, or (ii) the targeted annual bonus payable to
the Executive pursuant to the Company's Incentive Compensation Plan for the
fiscal year in which the Date of Termination occurs (assuming 100% achievement
of the Company performance factor and 100% achievement of the Executive's
personal performance factor; and
C. the Executive shall be entitled to receive a
separate lump-sum supplemental retirement benefit equal to the difference
between (a) the actuarial equivalent (utilizing for this purpose the actuarial
assumptions utilized with respect to the Life Technologies, Inc. Retirement Plan
(or any successor plan thereto) (the "Retirement Plan") during the 90-day period
immediately preceding the Effective Date) of the benefit payable under the
Retirement Plan and any supplemental and/or excess retirement plan providing
benefits for the Executive (the "SERP") which the Executive would receive if the
Executive's employment continued at the compensation level provided for in
Section 4(b)(i) and 4(b)(ii) of this Agreement for the remainder of the
Employment Period, assuming for this purpose that all accrued benefits are fully
vested and that benefit accrual formulas are no less advantageous to the
Executive than those in effect during the 90-day period immediately preceding
the Effective Date, and (b) the actuarial equivalent (utilizing for this purpose
the actuarial assumptions utilized with respect to the Retirement Plan during
the 90-day period immediately preceding the Effective Date) of the Executive's
actual benefit (paid or payable), if any, under the Retirement Plan and the
SERP; and
D. An amount equal to that portion, if any, of the
Company's contribution to the Executive's 401(k), savings or other similar
individual account plan which is not vested as of the Date of Termination (the
"Unvested Company Contribution"), plus an amount which when added to the
Unvested Company Contribution would be sufficient after Federal, state and local
income taxes (based on the tax returns filed by the Executive most recently
prior to the Date of Termination) to enable the Executive to net an amount equal
to the Unvested Company Contribution; and
(ii) the Company shall pay the Executive up to $25,000 for executive
outplacement services utilized by the Executive upon the receipt by the Company
of written receipts or other appropriate documentation; and
25
<PAGE>
(iii) for the remainder of the Employment Period, or such longer
period as any plan, program, practice or policy may provide, the Company shall
continue benefits to the Executive and, where applicable, the Executive's family
at least equal to those which would have been provided to them in accordance
with the plans, programs, practices and policies described in Section 4(b)(iv)
of this Agreement if the Executive's employment had not been terminated in
accordance with the most favorable plans, practices, programs or policies of the
Company and its affiliated companies generally applicable to other peer
executives and their families during the 90-day period immediately preceding the
Effective Date or, if more favorable to the Executive, as in effect at any time
thereafter generally with respect to other peer executives of the Company and
its affiliated companies and their families; provided, however, that if the
Executive becomes employed elsewhere during the Employment Period and is thereby
afforded comparable insurance and welfare benefits to those described in Section
4(b)(iv), the Company's obligation to continue providing the Executive with such
benefits shall cease or be correspondingly reduced, as the case may be. For
purposes of determining eligibility of the Executive for retiree benefits
pursuant to such plans, practices, programs and policies, the Executive shall be
considered to have remained employed until the end of the Employment Period and
to have retired on the last day of such period; and
(iv) All outstanding stock options held by the Executive pursuant to
any Company stock option plan shall immediately become vested and exercisable as
to all or any part of the shares covered thereby, with the Executive being able
to exercise his or her stock options within a period of three months following
the Date of Termination or such longer period as may be permitted under
Executive's stock option agreements; and
(v) If, in the calendar year immediately preceding the Date of
Termination, the Executive had relocated the Executive's primary residence from
one location (the "Point of Origin") to its location at the Date of Termination
at the request of the Company, then any relocation expenses that are actually
incurred in the year immediately following the Date of Termination by the
Executive in moving the Executive's primary residence to any location shall be
reimbursed by the Company to the extent such expenses do not exceed the cost of
relocating the Executive's primary residence to the Point of Origin, provided
such expenses are substantiated by means of written receipts. The cost of
relocating the Executive's primary residence to the Point of Origin shall be
determined by averaging estimates obtained by the Company in writing from three
reputable moving companies, selected by the Company in good faith. It shall be
the obligation of the Executive to notify the Company in advance of any such
relocation so that such estimates may be obtained.
The amounts required to be paid under this Section 6(d) shall be reduced by any
other amount of severance (i.e., relating solely to salary or bonus continuation
or actual or deemed pension or insurance continuation) received by the Executive
upon such termination of employment under any severance plan, policy or
arrangement of the Company applicable to the Executive or a group of employees
of the Company, including the Executive, and applicable without regard to the
occurrence of a Change of Control prior to such termination of employment. The
amounts payable to the Executive pursuant to this Agreement will not be subject
to any requirement of mitigation, nor, except as specifically set forth herein,
will they be offset or otherwise reduced by reason of the Executive's receipt of
compensation from any source other than the Company.
26
<PAGE>
7. Non-exclusivity of Rights. Nothing in this Agreement shall
-------------------------
prevent or limit the Executive's continuing or future participation in any
benefit, bonus, incentive or other plans, programs, policies or practices
provided by the Company or any of its affiliated companies and for which the
Executive may qualify, nor shall anything herein limit or otherwise affect such
rights as the Executive may have under any other agreements with the Company or
any of its affiliated companies. Amounts which are vested benefits or which the
Executive is otherwise entitled to receive under any plan, policy, practice or
program of the Company or any of its affiliated companies at or subsequent to
the Date of Termination shall be payable in accordance with such plan, policy,
practice or program except as explicitly modified by this Agreement.
8. Full Settlement. The Company's obligation to make the payments
---------------
provided for in this Agreement and otherwise to perform its obligations
hereunder, except as provided in the last sentence of Section 6(d), shall not be
affected by any set-off, counterclaim, recoupment, defense or other claim, right
or action which the Company may have against the Executive or others. In no
event shall the Executive be obligated to seek other employment or take any
other action by way of mitigation of the amounts payable to the Executive under
any of the provisions of this Agreement. The Company agrees to pay, to the full
extent permitted by law, all legal fees and expenses which the Executive may
reasonably incur, including the costs and expenses of any arbitration
proceeding, as a result of any contest (regardless of the outcome thereof) by
the Company or others of the validity or enforceability of, or liability under,
any provision of this Agreement or any guarantee of performance thereof
(including as a result of any content by the Executive about the amount of any
payment pursuant to this Agreement), plus in each case interest on any delayed
payment at the applicable Federal rate provided for in Section 7872(f)(2) of the
Internal Revenue Code of 1986, as amended (the "Code"); provided that the
--------
Executive's claim is not determined by a court of competent jurisdiction or an
arbitrator to be frivolous or otherwise entirely without merit.
9. Release. Upon fulfillment of the Company's obligation to make
-------
the payments provided for in this Agreement and otherwise to perform its
obligations hereunder, the Executive fully and unconditionally releases and
discharges all claims and causes of action which the Executive or his or her
heirs, personal representatives, successors, or assigns ever had, now have, or
hereafter may have against the Company and any of its affiliated companies on
account of any claims and causes of action arising out of or relating to this
Agreement, any other document relating hereto or delivered in connection with
the transactions contemplated hereby.
10. Certain Additional Payments by the Company.
------------------------------------------
(a) Anything in this Agreement to the contrary notwithstanding,
in the event it shall be determined that, as a result, directly or indirectly,
of the operation of any of the Company's existing stock option plans, or any
successor option or restricted stock plans (collectively, the "Option and
Restricted Stock Acceleration"), either standing alone or taken together with
the receipt of any other payment or distribution by the Company to or for the
benefit of the Executive whether paid or payable or distributed or distributable
pursuant to the terms of this Agreement or otherwise (a "Payment") the Executive
would be subject to the excise tax imposed by Section 4999 of the Code or any
interest or penalties are incurred by the Executive with respect to such excise
tax (such excise tax, together with any such interest and penalties, are
hereinafter collectively referred to as the "Excise Tax"), then the amount
payable to the Executive hereunder or as a result of the Option and Restricted
27
<PAGE>
Stock Acceleration shall be reduced in an amount that would result in the
Executive being in the most advantageous net after-tax position (taking into
account both income taxes and any Excise Tax). For purposes of this
determination, the "base amount" as defined in Section 280G(b)(3)(A) of the Code
shall be allocated between the Option and Restricted Stock Acceleration, on the
one hand, and Payments, on the other hand, in accordance with Section
280G(b)(3)(B) of the Code.
(b) All determinations required to be made under this Section,
including the amount of any reduction that will be made in the payments made
pursuant to this Agreement and the assumptions to be utilized in arriving at
such determinations, shall be made by Coopers & Lybrand L.L.P. (the "Accounting
Firm") which shall provide detailed supporting calculations both to the Company
and the Executive. All fees and expenses of the Accounting Firm for tax and
accounting advice provided to the Executive, up to a maximum of $15,000, shall
be borne solely by the Company. If the Accounting Firm determines that no Excise
Tax is payable by the Executive, it shall furnish the Executive with an opinion
that failure to report the Excise Tax on the Executive's applicable federal
income tax return would not result in the imposition of a negligence or similar
penalty. Any determination by the Accounting Firm shall be binding upon the
Company and the Executive.
11. Confidential Information. The Executive shall hold in a
------------------------
fiduciary capacity for the benefit of the Company all secret or confidential
information, knowledge or data relating to the Company or any of its affiliated
companies and their respective businesses, which shall have been obtained by the
Executive during the Executive's employment by the Company or any of its
affiliated companies and which shall not be or become public knowledge (other
than by acts by the Executive or representatives of the Executive in violation
of this Agreement). After termination of the Executive's employment with the
Company, the Executive shall not, without the prior written consent of the
Company, communicate or divulge any such information, knowledge or data to
anyone other than the Company and those designated by it. In addition, to the
extent that the Executive is a party to any other agreement relating to
confidential information, inventions or similar matters with the Company, the
Executive shall continue to comply with the provisions of such agreements. In no
event shall an asserted violation of the provisions of this Section constitute a
basis for deferring or withholding any amounts otherwise payable to the
Executive under this Agreement.
12. Public Announcements. The Executive shall consult with the
--------------------
Company before issuing any press release or otherwise making any public
statement with respect to the Company or any of its affiliated companies, this
Agreement or the transactions contemplated hereby, and the Executive shall not
issue any such press release or make any such public statement without the prior
written approval of the Company, except as may be required by applicable law,
rule or regulation or any self regulatory agency requirements, in which event
the Company shall have the right to review and comment upon any such press
release or public statement prior to its issuance.
13. Arbitration. Any dispute, controversy or claim arising out of
-----------
or relating to this Agreement, or any breach thereof, shall be determined and
settled by arbitration to be held in the City of New York pursuant to the labor
rules of the American Arbitration Association or any successor organization.
Any award rendered thereunder shall be final, conclusive and binding on the
parties. Subject to the provisions of Section 8 hereof, each party shall pay
one-half of all costs and expenses of any arbitration proceeding brought
pursuant to this Section, and each party shall pay its own attorneys' fees and
expenses.
28
<PAGE>
14. Successors.
----------
(a) This Agreement is personal to the Executive and without the
prior written consent of the Company shall not be assignable by the Executive
otherwise than by will or the laws of descent and distribution. This Agreement
shall inure to the benefit of and be enforceable by the Executive's legal
representatives.
(b) This Agreement shall inure to the benefit of and be binding
upon the Company and its successors and assigns.
(c) The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to assume
expressly and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession
had taken place. As used in this Agreement, "Company" shall mean the Company as
hereinbefore defined and any successor to its business and/or assets as
aforesaid which assumes and agrees to perform this Agreement by operation of
law, or otherwise.
15. Miscellaneous.
-------------
(a) This Agreement shall be governed by and construed in
accordance with the laws of the Sate of New York, without reference to
principles of conflict of laws. The captions of this Agreement are not part of
the provisions hereof and shall have no force or effect. This Agreement may not
be amended or modified otherwise than by a written agreement executed by the
parties hereto or their respective successors and legal representatives.
(b) All notices and other communications hereunder shall be in
writing and shall be given by hand delivery to the other party or by registered
or certified mail, return receipt requested, postage prepaid, addressed as
follows:
If to the Executive:
-------------------
Brian D. Graves
11591 Lake Newport Road
Reston, VA 22094
If to the Company:
-----------------
Life Technologies, Inc.
Post Office Box 6482
9800 Medical Center Drive
Rockville, MD 20850
(ATTN: General Counsel)
or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.
(c) The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement.
29
<PAGE>
(d) The Company may withhold from any amounts payable under this
Agreement such Federal, state or local taxes as shall be required to be withheld
pursuant to any applicable law or regulation.
(e) The Executive's or the Company's failure to insist upon
strict compliance with any provision hereof in any particular instance shall not
be deemed to be a waiver of such provision or any other provision thereof.
(f) This Agreement shall replace and supersede the Executive's
Change-in-Control Agreement dated as of the 13th day of February 1997 between
the Executive and the Company and, upon execution hereof by the parties hereto,
such prior agreement shall become null and void.
IN WITNESS WHEREOF, the Executive has hereunto set his or her hand
and, pursuant to the authorization from its Board of Directors, the Company has
caused these presents to be executed in its name on its behalf, all as of the
day and year first written above.
LIFE TECHNOLOGIES, INC.
/s/ Brian D. Graves /s/ C. Eric Winzer
____________________________ By:_________________________________
Brian D. Graves C. Eric Winzer
Vice President and
Chief Financial Officer
30
<PAGE>
Exhibit 15
May 5, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
We are aware that our report dated April 11, 2000 on our review of interim
financial information of Life Technologies, Inc. (the Company) as of and for the
three-month periods ended March 31, 2000 and 1999, included in the Company's
quarterly report on Form 10-Q for the quarter then ended, is incorporated by
reference in the Company's Registration Statements on Form S-8, Registration No.
333-28607, Registration No. 333-03773, Registration No. 33-59741, Registration
No. 33-21807 and Registration No. 33-956, and the Company's Registration
Statement on Form S-3, Registration No. 33-29536.
/s/ PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
31
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AND INCOME STATEMENT AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<CASH> 53,131
<SECURITIES> 0
<RECEIVABLES> 86,427
<ALLOWANCES> 3,247
<INVENTORY> 87,704
<CURRENT-ASSETS> 250,624
<PP&E> 194,422
<DEPRECIATION> 65,439
<TOTAL-ASSETS> 413,764
<CURRENT-LIABILITIES> 68,656
<BONDS> 3,057
250
0
<COMMON> 0
<OTHER-SE> 319,063
<TOTAL-LIABILITY-AND-EQUITY> 413,764
<SALES> 108,764
<TOTAL-REVENUES> 109,289
<CGS> 49,585
<TOTAL-COSTS> 49,585
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 35
<INCOME-PRETAX> 17,778
<INCOME-TAX> 6,400
<INCOME-CONTINUING> 10,983
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 10,983
<EPS-BASIC> .44
<EPS-DILUTED> .44
</TABLE>
