EX-10.01 FORM OF PERFORMANCE BASED RESTRICTED STOCK UNIT AGREEMENT

Exhibit 10.01

FISHER SCIENTIFIC INTERNATIONAL INC.

2005 EQUITY AND INCENTIVE PLAN

PERFORMANCE BASED

RESTRICTED STOCK UNIT AGREEMENT

     This RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), dated as of the ___day of                    , 200___, is entered into by and between Fisher Scientific International Inc., a Delaware corporation (the “Company”), and                      (the “Grantee” and, together with the Company, the “Parties”).

RECITALS

          A. The Company has adopted and approved the Fisher Scientific International Inc. 2005 Equity & Incentive Plan (the “Plan”); and

          B. The Committee appointed to administer the Plan has determined that Grantee is eligible to participate in the Plan and that it would be to the advantage and best interest of the Company and its stockholders to grant the award of Restricted Stock Units (as defined below) provided for herein to Grantee; and

          C. This Agreement is prepared in conjunction with and under the terms of the Plan. Terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan; and

          D. Among other conditions under the Plan, the Committee has the sole authority to construe and interpret the Plan and this Agreement; and

          E. Grantee has accepted the grant of the Restricted Stock Units and agreed to the terms and conditions hereinafter stated.

          NOW THEREFORE, IN CONSIDERATION OF THE FOREGOING RECITALS AND OF THE PROMISES AND CONDITIONS HEREIN CONTAINED, IT IS AGREED AS FOLLOWS:

     1. Grant of Restricted Stock Units. Subject to the provisions of this Agreement, the provisions of the Plan, and the provisions of the Company’s current agreement relating to intellectual property, confidential information, conflicts of interest, competitive activities and release in effect at the time between the Company and [                    ], the Company has granted effective                                          (the “ Grant Date”) units evidencing a right to receive                      shares of common stock of the Company (the “Common Stock”) pursuant to the terms and conditions of this Agreement (the “Restricted Stock Units” or “Restricted Stock Unit Award”).

     2. Restrictions and Vesting Period.

          (a) Restrictions. The Restricted Stock Units granted hereunder may not be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered or disposed of, other than by will or the laws of descent and distribution.

          (b) Vesting Period. Subject to the forfeiture provisions set forth in Section 4(a), the Restricted Stock Units shall become vested and shares of Common Stock shall become deliverable (provided, that such delivery is otherwise in accordance with federal and state securities laws) on the ___anniversary of the Grant Date (the “Performance Period”) subject to the attainment of certain performance goals based on the performance metric set forth in Exhibit A hereto (the “Performance Goals”) as determined by the Committee in its sole discretion, which determination may be made following a review of audited financials of the Company, as applicable, but such shares of Common Stock shall in all events be deliverable by March 15, ___.

          (c) Adjustments. The Committee shall have the authority to make equitable adjustments to the Performance Goals in recognition of unusual or non-recurring events affecting the Company or any Subsidiary or Affiliate or the financial statements of the Company or any Subsidiary or Affiliate, in response to changes in applicable laws or regulations, or to account for items of gain, loss or expense determined to be extraordinary or unusual in nature or infrequent in occurrence or related to the disposal of a segment of a business or related to a change in accounting principles.

          (d) Cash Bonus for Performance above Target. In the event that target performance goals are exceeded, the Committee may, in its discretion, award the Grantee an additional cash payment at the time of vesting.

          (e) Accelerated Vesting upon Change in Control. The provisions relating a Change in Control of the Company as set forth in Section 7(a) of the Plan shall be applicable to the Restricted Stock Unit Award.

     3. No Stockholder Rights. Grantee shall have no rights of a stockholder of the Company with respect to the Restricted Stock Units, including, but not limited to, the rights to vote and receive ordinary dividends, until the date of issuance of a stock certificate for such shares. In the event that the Committee approves an adjustment to the Restricted Stock Unit Award pursuant to Section 5(b) of the Plan, then in such event, any and all new, substituted or additional securities to which Grantee is entitled by reason of the Restricted Stock Unit Award shall be immediately subject to the Restrictions and Vesting Period set forth in Sections 2(a) and 2(b) above with the same force and effect as the Restricted Stock Unit Award subject to such Restrictions immediately before such event.

     4. Cessation of Employment.

          (a) Forfeiture. If, at any time while the Restricted Stock Unit Award is outstanding, the Grantee’s employment or service with the Company or any Subsidiary or Affiliate is terminated for any reason other than those set forth in Section 4(b) of this Agreement, then any unvested Restricted Stock Units pursuant to the Restricted Stock Unit Award shall be forfeited to the Company and neither the Grantee nor any of Grantee’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such Restricted Stock Unit Award.

          (b) Continued Vesting. If the Grantee’s employment or service with the Company or any Subsidiary or Affiliate is terminated as a result of the Grantee’s death or Disability the Grantee shall be entitled to receive at the end of the Performance Period the full number of shares of Common Stock that the Grantee would have otherwise received in accordance with Section 2(b) above had the Grantee’s employment or service not terminated during the Performance Period, such amount based on actual corporate performance throughout the Performance Period.

     5. Certificates. Upon vesting, the Company will issue a stock certificate for the shares of Common Stock represented by this Agreement, net of any shares of Common Stock withheld by the Company to satisfy the payment of mandatory taxes as described in Section 6 herein.

     6. Taxes. In order to satisfy payment of taxes due upon vesting of the Restricted Stock Units, the Company shall distribute to the Grantee shares of Common Stock net of the number of whole shares of Common Stock the fair market value of which is equal to the minimum amount of federal, state and local taxes required to be withheld under applicable tax laws.

     7. Restrictive Covenants. If the Grantee engages in any conduct in breach of any noncompetition, nonsolicitation or confidentiality obligations to the Company under any agreement, policy or plan (including the agreement relating to intellectual property, confidential information, conflicts of interest, competitive activities and release in effect at the time), then such conduct shall also be deemed to be a breach of the terms of the Plan and this Agreement. Upon such breach, any unvested shares of this Restricted Stock Unit Award and any shares that vested under this Agreement within a period of 18 months prior to such breach shall be forfeited to the Company upon demand and any amounts realized upon the sale of such vested shares shall be returned to the Company upon demand. Notwithstanding the foregoing, nothing herein shall prevent the Company from seeking any other remedy in equity or law.

     8. Miscellaneous.

          (a) Incorporation of Plan. This Agreement is made under the provisions of the Plan (which is incorporated herein by reference) and shall be interpreted in a manner consistent with it. To the extent that this Agreement is silent with respect to, or in any way inconsistent with, the terms of the Plan, the provisions of the Plan shall govern and this Agreement shall be deemed to be modified accordingly.

          (b) Notices. Any notice to be given under the terms of this Agreement shall be in writing and addressed to the Company at Liberty Lane, Hampton, New Hampshire 03842, Attention: Corporate Secretary, and to Grantee at the address set forth below or at such other address as either party may hereafter designate in writing to the other by like notice.

          (c) Successor. Except as otherwise provided hereunder, this Agreement shall be binding upon and shall inure to the benefit of any successor or successors of the Company.

          (d) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. The Committee shall have final authority to interpret and construe the Plan and this Agreement and to make any and all determinations under them, and its decision shall be binding and conclusive upon the Grantee and the Grantee’s legal representative in respect of any questions arising under the Plan or the Grantee’s Agreement.

          (e) Amendment. This Agreement may not be amended in any manner except by an instrument in writing signed by both parties hereto. The waiver by either party of compliance with any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement or of any subsequent breach of such party of a provision of this Agreement.

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     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by a duly authorized officer and Grantee has hereunto set Grantee’s hand.

				FISHER SCIENTIFIC INTERNATIONAL INC.
				BY:
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