APPLERA CORPORATION/CELERA GENOMICS GROUP AMENDED AND RESTATED 1999 STOCK INCENTIVE PLAN FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT

EXHIBIT 10.10.5

APPLERA CORPORATION/CELERA GENOMICS GROUP
AMENDED AND RESTATED 1999 STOCK INCENTIVE PLAN

FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT

     RESTRICTED STOCK UNIT AWARD AGREEMENT dated as of [Grant Date], by and between Applera Corporation, a Delaware corporation (the “Company”), and [Name], a regular salaried employee of the Company or one of its subsidiaries (“you”).

     1. Grant of Restricted Stock Units. The Company hereby grants to you [Total Number] Restricted Stock Units (each a “Unit”). Upon vesting, each Unit entitles you to receive one share of Celera Genomics Group Common Stock, par value $.01 per share (the “Celera Genomics Stock”), under the terms of the Applera Corporation/Celera Genomics Group Amended and Restated 1999 Stock Incentive Plan (the “Plan”). Each Unit will remain subject to forfeiture unless and until such Unit has vested in accordance with the Plan and this Agreement, and will remain restricted as to transferability until such Unit is settled.

     2. Vesting. Your Units will vest subject to attainment of the performance goals (the “Performance Goals”) applicable to each of the Company’s 2007, 2008, and 2009 fiscal years (the “Measurement Years”), as established by the Management Resources Committee of the Board of Directors of the Company (the “Committee”). If and to the extent that those Performance Goals are met, your Units will vest in the amounts set forth in Exhibit I to this Agreement, (i) up to a maximum of 16.67% of your Units with respect to the 2007, 2008, and 2009 Measurement Years based on the revenue Performance Goals specified for such years in Exhibit I, and (ii) up to a maximum of 50% of your Units with respect to the 2009 Measurement Year based on the profitability Performance Goals for the 2008 and 2009 fiscal years specified in Exhibit I. Your actual date of vesting for your Units (in each case, the “Vesting Date”) will be the date on which, following the close of the applicable Measurement Year, the Committee determines that the Performance Goals for the applicable Measurement Year have been met; provided that the Vesting Date for your Units that vest based on Performance Goals applicable to the Company’s 2009 fiscal year may not occur prior to the third anniversary of the date hereof. Any Units allocated for vesting in respect of any Measurement Year that do not vest based on the Performance Goals for that Measurement Year will be forfeited and will revert back to the Company without payment to you of any consideration.

     3. Termination of Employment. If your employment with the Company or a subsidiary is terminated by you or the Company for any reason prior to the vesting of all or a portion of the Units, the Units which have not vested will be forfeited and will revert back to the Company without payment to you of any consideration. The foregoing notwithstanding, if you remain employed by the Company or a subsidiary as of the last day of any Measurement Year but your employment terminates during the period between the end of the Measurement Year and the Vesting Date for the Units that are eligible for vesting based on Performance Goals for that year, you will continue to be eligible to vest in your Units attributable to that Measurement Year to the same extent you would have been eligible to vest in those Units had you remained employed through the Vesting Date for those Units. Upon the Committee determination regarding the vesting of Units based on the Performance Goals applicable to any Measurement Year, the Units for that Measurement Year which will not vest based on that determination will thereupon be forfeited and will revert back to the Company without payment to you of any consideration.