Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Compensatory Arrangements of Certain Officers On February 26, 2009, the Compensation Committee of the Board of Directors
(the "Compensation Committee") of Thermo Fisher Scientific Inc. (the "Company")
took the following actions relating to executive compensation:
Annual Cash Incentive Plans - Approval of Payout of Cash Bonuses for 2008. The Compensation Committee approved the payout of cash bonuses for 2008 to the Company's executive officers under the Company's 2008 Annual Incentive Award Plan (the "162(m) Plan"), which was approved by the stockholders of the Company at its 2008 Annual Meeting of Stockholders. The Compensation Committee exercised its discretion to lower the amount of the cash bonuses payable under the 162(m) Plan based on its determinations as to the level of achievement of the applicable supplemental performance metrics and goals for 2008 under the Company's annual cash incentive program, which operates in connection with the
162(m) Plan. The amount of cash bonuses approved by the Compensation Committee to be paid to the Company's "named executive officers" (as defined by Item 402(a)(3) of Regulation S-K) is set forth in the table below.
Base Salary - Approval of Increases. Effective April 1, 2009, the Compensation Committee increased the annual base salary of the Company's executive officers. The annual base salary approved by the Compensation Committee for each of the Company's named executive officers is set forth in the table below.
Stock Options - Approval of Grant for February 26, 2009. The Compensation Committee granted stock options to Peter Wilver, Alan Malus and Seth Hoogasian, under the Company's 2008 Stock Incentive Plan. The stock option grants are evidenced by the Company's standard form of Stock Option Agreement for officers, a copy of which is on file with the SEC. The options (a) vest in equal annual installments over the three-year period commencing on the first anniversary of the date of grant (i.e., the first 1/3 of the stock option grant would vest on the first anniversary of the date of grant) so long as the executive officer is employed by the Company on each such date (subject to certain exceptions),
(b) have an exercise price equal to the closing price of the Company's common stock on the New York Stock Exchange on the date of grant, and (c) have a term of 7 years from such date. The stock option grants approved by the Compensation Committee for the named executive officers are set forth in the table below.
Restricted Stock Units - Approval of Grants for February 26, 2009. The Compensation Committee granted time-based restricted stock units to Messrs. Wilver, Malus and Hoogasian, under the Company's 2008 Stock Incentive Plan. The time-based restricted stock unit grants are evidenced by the Company's standard form of Restricted Stock Unit Agreement which is filed with this Current Report on Form 8-K as Exhibit 10.1. The time-based restricted stock units vest in equal annual installments over the three-year period commencing on the date of grant (i.e., the first 1/3 of a restricted stock unit grant would vest on the first anniversary of the date of grant) so long as the executive officer is employed by the Company on each such date (subject to certain exceptions).

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The Compensation Committee also granted performance-based restricted stock units to Messrs. Wilver, Malus and Hoogasian, under the Company's 2008 Stock Incentive Plan. The performance-based restricted stock units are evidenced by the form of Performance Restricted Stock Unit Agreement which is filed with this Current Report on Form 8-K as Exhibit 10.2. In connection with the awards of performance-based restricted stock units, the Compensation Committee adopted as a performance goal the measure modified earnings per share. The vesting of the performance-based restricted stock unit awards is as follows: up to thirty-three and one-third percent (33 1/3%) of the maximum restricted stock units shall vest on the day the Compensation Committee certifies the Company's adjusted earnings per share amount for 2009 (such date of certification being referred to as the "First Vesting Date"), and the same number of restricted stock units that vested on the First Vesting Date shall vest on both the first anniversary and the second anniversary of the First Vesting Date so long as the executive officer is employed by the Company on each such date (subject to certain exceptions).
The time-based restricted stock unit grants and both the target and maximum number of achievable performance-based restricted stock unit grants approved by the Compensation Committee for the Company's named executive officers are set forth in the table below.

Securities Underlying Securities Underlying February 26, February 26, 2009 Securities 2009 Time- Performance-Based 2009 Salary Underlying Based Restricted Restricted Stock Unit 2008 Cash (Effective February 26, 2009 Stock Unit Grant Name Bonus April 1, 2009) Option Grant Grant Target Maximum Marijn E. Dekkers $ 1,865,643 $ 1,218,000 - - - - President and Chief Executive Officer Marc N. Casper $ 823,266 $ 739,000 - - - - Executive Vice President and Chief Operating Officer Peter M. Wilver $ 547,886 $ 600,000 69,900 15,600 15,600 24,960 Senior Vice President, Chief Financial Officer Alan J. Malus $ 477,940 $ 547,410 80,700 18,000 18,000 28,800 Senior Vice President Seth H. Hoogasian $ 379,902 $ 481,500 32,300 7,200 7,200 11,520 Senior Vice President, General Counsel and Secretary

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Item 9.01 Financial Statements and Exhibits
(d) Exhibits The following exhibits are filed herewith:

Exhibit No. Description 10.1 Form of Thermo Fisher Scientific Inc.'s Restricted Stock Unit Agreement 10.2 Form of Thermo Fisher Scientific Inc.'s February 2009 Performance Restricted Stock Unit Agreement

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