The Excess Benefit Plan

EXHIBIT 10.10

THE EXCESS BENEFIT PLAN

OF

APPLERA CORPORATION

Amended and Restated

Effective July 1, 2004


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TABLE OF CONTENTS

Page No. ARTICLE 1 Definitions 1 ARTICLE 2 Purpose of Plan 4 ARTICLE 3 Eligibility 5 ARTICLE 4 Benefits 6 ARTICLE 5 Investment Direction 9 ARTICLE 6 Administration 11 ARTICLE 7 Amendment and Termination 14 ARTICLE 8 Trust 15 ARTICLE 9 Miscellaneous 16


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THE EXCESS BENEFIT PLAN

OF

APPLERA CORPORATION

Applera Corporation, a Delaware corporation having its principal place of business in Norwalk, Connecticut, hereby restates as of July 1, 2004, The Excess Benefit Plan of Applera Corporation, which was effective as of August 1, 1984.

ARTICLE 1 Definitions

The words and phrases defined hereinafter shall have the following meaning:

Section 1.1 - Act . The Employee Retirement Income Security Act of 1974.

Section 1.2 - Beneficiary . The person or persons named under the provisions of Section 4.4 of this Plan.

Section 1.3 - Board of Directors . The Board of Directors of the Company.

Section 1.4 - Change in Control . Shall mean an event that would be required to be reported (assuming such event has not been "previously reported") in response to Item 1(a) of the Current Report on Form 8-K, as in effect on the effective date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided, however, that, without limitation, such a Change in Control shall be deemed to have occurred at such time as (a) any "person" within the meaning of Section 14(d) of the Securities Exchange Act of 1934, as amended, becomes the "beneficial owner" as defined in Rule 13d-3 thereunder, directly or indirectly, of more than 25% of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors; (b) during any two-year period, individuals who constitute the Board (the "Incumbent Board") as of the beginning of the period cease for any reason to constitute at least a majority thereof, provided that any person becoming a director during such period whose election or nomination for election by the Company's stockholders was approved by a vote of at least three-quarters of the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director without objection to such nomination, other than in response to an actual or threatened Change in Control or proxy contest) shall be, for

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purposes of this clause (b), considered as though such person were a member of the Incumbent Board; or (c) the approval by the Company's stockholders of the sale of all or substantially all of the stock or assets of the Company.

Section 1.5 - Code . The Internal Revenue Code of 1986, as amended, or as it may be amended from time to time.

Section 1.6 - Company . Applera Corporation, a Delaware corporation, or any successor to it in ownership of all or substantially all of its assets.

Section 1.7 - Committee . The Committee as appointed by the Board of Directors and shall be the same Committee as constituted under Article XII of The Employee Pension Plan of Applera Corporation.

Section 1.8 - Defined Contribution Account ? Shall mean the book account which reflects the credits under Section 4.1(b) and the investments gains or losses under Article 5 to the book account.

Section 1.9 - Defined Contribution Credit ? Shall mean the credit to a Participant's Defined Contribution Account under Section 4.1(b) of the Plan.

Section 1.10 - Effective Date . August 1, 1984. The effective date of this restatement is July 1, 2004.

Section 1.11 - Employee . Any person, including any officer or director who is employed in the service of the Company and who is a participant in the Pension Plan or the Savings Plan.

Section 1.12 - Measurement Funds . A Participant may elect one or more of the Measurement Funds selected by the Committee for the purpose of crediting additional amounts to his or her Defined Contribution Account. The Committee may, in its sole discretion, discontinue, substitute or add a Measurement Fund on a prospective basis at any time and in any manner it deems appropriate.

Section 1.13 - Pension Plan . The Employee Pension Plan of Applera Corporation.

Section 1.14 - Plan . The Excess Benefit Plan of Applera Corporation.

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Section 1.15 - Plan Year . The period August 1, 1992 through June 30, 1993 shall constitute a short Plan Year. Thereafter, a Plan Year shall mean each twelve (12) consecutive month period from July 1 to the next succeeding June 30.

Section 1.16 - Savings Plan. The Employee 401(k) Savings Plan of Applera Corporation.

Any word or phrase that is not a defined term in this section, which is a defined word or term in either the Savings Plan or Pension Plan and is used in this Plan, shall have the same meaning as it does in the Plan in which it appears.

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ARTICLE 2 Purpose of Plan

Section 2.1 - Purpose . This Plan is designed to provide retirement benefits payable out of the general assets of the Company where benefits cannot be paid under the Pension Plan and/or contributions are limited under the Savings Plan because of the application of Code Section 415 and Code Section 401(a)(17) and the provisions of the Pension Plan and/or the Savings Plan which implement such sections.

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ARTICLE 3 Eligibility

Section 3.1 - Eligibility . Participation in the Plan shall be limited to a select group of management or highly compensated Employees of the Company, as determined by the Committee in its sole discretion. From that group, the Committee shall select in its sole discretion, Employees to participate in the Plan.

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ARTICLE 4 Benefits

Section 4.1 - Amount of Benefits . The benefit payable under this Plan shall be equal to the sum of the following amounts:

a) the benefit, if any, which, when calculated under the Pension Plan without taking into account the provisions of the Pension Plan dealing with limits on pensions imposed by Code Section 415 and Code Section 401(a)(17), is in excess of the benefit payable to or on behalf of the Employee under the Pension Plan after taking into account such provisions; and b) an amount equal to the Company Matching Contributions which would have been allocated on behalf of the Employee under Article III of the Savings Plan if the limitations of Code Sections 401(a)(17) and 415 were inapplicable, adjusted to take into account investment income and gain or loss experienced by the Measurement Funds as selected by the Participant. In order to receive a Defined Contribution Credit under this Plan, the Employee must make a Voluntary Tax Deferred Contribution to the Savings Plan equal to the Section 402(g) of the Code limitation. The amount of the Defined Contribution Credit under this Plan shall be equal to the lesser of (i) six percent (6%) of the Employee's gross compensation before pre-tax reductions or (ii) the Section 402(g) of the Code limitation offset by the Company Matching Contribution in the Savings Plan. Prior to July 1, 2004, the Plan also provided credits for Automatic Company Contributions and Additional Automatic Company Contributions which were impacted by the limitations described in the above paragraph. Section 4.2 - Form of Benefit Payment . Benefits payable to or on behalf of an Employee or his Beneficiary resulting from the provisions of Section 4.1 shall be payable as follows:

a) A benefit payable under Section 4.1(a) shall be paid in monthly installments after adjustment in accordance with the optional form of benefits elected under the Pension Plan. The Beneficiary under this Section 4.1(a) shall be 6


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the same as the Pension Plan. Notwithstanding, if the lump sum present value of an Employee's benefit at time of payment is equal to or less than $5,000, such benefit shall be paid in a lump sum. b) The form of a benefit payable under Section 4.1(b) shall be subject to the discretion of the Committee. It may be paid in the form of a lump sum, a term certain annuity, single life annuity, joint and survivor annuity or by a combination of such methods. Notwithstanding, if the Employee's Defined Contribution at time of payment is equal to or less than $5,000, such Defined Contribution Account shall be paid in a lump sum. Section 4.3 - Time of Benefit Payments . Benefits due under this Plan shall be paid at such time or times following the Employee's termination, retirement or death as the Committee in its discretion determines.

Section 4.4 - Beneficiary in the Event of Death .

a) Each Employer shall have the right, at any time, to designate his Beneficiary for purposes of the Section 4.1(b) Defined Contribution Account to receive any benefits payable under the Plan upon his death. The Beneficiary designated under the Plan may be the same as or different from the Beneficiary designation under any other plan of the Company in which the Employee participates. b) An Employee shall designate his Beneficiary in the form and manner specified by the Committee. An Employee shall have the right to change his Beneficiary by complying with the terms of the Committee's rules and procedures, as in effect from time to time. If a married Participant names someone other than his spouse as a Beneficiary, a spousal consent, in the form designated by the Committee, must be signed by that Participant's spouse and returned to the Committee. Upon the acceptance by the Committee of a new Beneficiary designation, all Beneficiary designations previously made shall be canceled. The Committee shall be entitled to rely on the last Beneficiary designation made by the Employee and accepted by the Committee prior to his death. c) No designation or change in designation of a Beneficiary shall be effective until received and acknowledged in writing by the Committee or its 7


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designated agent. d) Upon the death of an Employee, any remaining benefits due under this Plan to an Employee other than benefits resulting from subsection 4.1(a) shall be distributed to (i) the Beneficiary designated by the Employee under this Plan, or if none, (ii) the Beneficiary designated by the Employee under the Pension Plan, or if none, (iii) the Beneficiary designated by the Employee under the Savings Plan, or if none, (iv) the estate of the deceased Empl ...