VP, International Employment Agreement

May 31, 2002


Mr. Daryl Faulkner 5 Darluith Park, Woodside Road Brookfield, Renfrewshire, PA5 8DD Scotland


Dear Daryl:


Invitrogen is pleased to confirm our verbal offer for the position of Senior VP, International Operations, reporting to Lyle Turner, President & CEO. In this newly created position, which resides in Carlsbad, CA, you will be responsible for all of the Company's International Operations, including Europe, Asia Pacific, Canada and Latin America. Your anticipated start date will be July 1, 2002.


In this exempt position, your initial salary will be $300,000 annualized, less applicable withholding in accordance with Invitrogen's normal payroll practices. This represents approximately a 12% increase to your current base.


In addition, you will continue to be eligible to participate in Invitrogen Corporation's Incentive Compensation Plan (ICP) for 2002. Your ICP will be targeted at 35% of your base salary for the period eligible. The actual incentive bonus earned will be based on individual as well as company goals and will be paid according to the rules of the ICP, which states in part you must be employed on the day the bonus is paid to receive the bonus.


As an employee repatriating to the United States, you will be eligible for relocation assistance from your current place of residence to Carlsbad, CA, as outlined in your original expatriate assignment Letter of Understanding (LOU) and the attached Relocation Guidelines highlighted below:


- 2 house hunting trips (up to 7 days each) for you and your immediate
family to Carlsbad. Also, we will arrange for you to work with a
relocation company at our expense.


- Shipment and storage (up to 90 days) of selected household goods
from Scotland to Carlsbad.


- Temporary living assistance up to 90 days.


- A Miscellaneous Relocation Expense Allowance ("settling-in"
allowance) of $50,000 (equal to 2 months salary) to be paid within
30 days of starting wor ...