FISHER SCIENTIFIC INTERNATIONAL INC
EX-10.2 FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT (2003 PLAN)
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<TYPE>EX-10.2
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<FILENAME>b52092fsexv10w2.txt
<DESCRIPTION>EX-10.2 FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT (2003 PLAN)
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                                                                    EXHIBIT 10.2

                      FISHER SCIENTIFIC INTERNATIONAL INC.

                   NON-QUALIFIED STOCK OPTION AWARD AGREEMENT

                               MANAGEMENT OPTIONS

         THIS AGREEMENT is made by and between FISHER SCIENTIFIC INTERNATIONAL
INC., a Delaware corporation (the "Company"), and [NAME OF EMPLOYEE] ,
("Optionee"), as of [DATE].


                                    RECITALS

A. The Company has adopted and approved the Fisher Scientific International Inc.
2003 EQUITY AND INCENTIVE PLAN (the "Plan"), a copy of which is attached to this
Agreement; and

B. The Committee appointed to administer the Plan has determined that Optionee
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 Option provided
for herein to Optionee; 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. Optionee has accepted the grant of the Option 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:


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FISHER SCIENTIFIC INTERNATIONAL INC.                                      PAGE 2
NON-QUALIFIED STOCK OPTION AWARD AGREEMENT
MANAGEMENT OPTIONS


                                    ARTICLE I
                                 GRANT OF OPTION

SECTION 1.1 - GRANT OF  OPTION.

Subject to the provisions of this Agreement, the provisions of the Plan, the
provisions of the Agreement Relating to Intellectual Property, Confidential
Information, Conflicts of Interest and Release between the Company and [NAME OF
EMPLOYEE], the Company has granted effective [DATE] (the "Effective Date") to
Optionee the right and option to purchase all or any part of [NUMBER OF SHARES]
shares of common stock, par value $ .01 per share ("Stock"), of the Company. The
Option granted pursuant to this Agreement is not intended to qualify as an
"incentive stock option" within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the"Code").

SECTION 1.2 - EXERCISE PRICE.

The exercise price of the Option shall be $[PRICE PER SHARE] per share of Stock
subject to the Option without commission or other charge.

                                   ARTICLE II
                           VESTING AND EXERCISABILITY

SECTION 2.1 - VESTING AND EXERCISABILITY.

Except as otherwise provided herein or in the Plan, the Option shall become 100
percent vested three years from the date of grant, if Optionee has continuously
provided services to the Company, a subsidiary or parent or has been
continuously employed by the Company, a subsidiary or a parent until such date.
Prior to becoming 100 percent vested, the Option shall become exercisable in
three cumulative installments as follows:

                                                 DATE FIRST AVAILABLE
              NUMBER OF SHARES                       FOR EXERCISE
              ----------------                   --------------------
         [ONE-THIRD OF SHARES GRANTED]       [FIRST ANNIVERSARY OF AWARD]
         [ONE-THIRD OF SHARES GRANTED]       [SECOND ANNIVERSARY OF AWARD]
         [ONE-THIRD OF SHARES GRANTED]       [THIRD ANNIVERSARY OF AWARD]




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FISHER SCIENTIFIC INTERNATIONAL INC.                                      PAGE 3
NON-QUALIFIED STOCK OPTION AWARD AGREEMENT
MANAGEMENT OPTIONS

SECTION 2.2 - EXPIRATION OF OPTION.

The Option may not be exercised to any extent after the first to occur of the
following events:

(a) The expiration of ten years from the date the Option was granted;

(b) The date of termination of Optionee's employment or services if such
termination is for cause;

(c) The expiration of three months from the date of termination of Optionee's
employment or services for any reason other than death, retirement on Optionee's
normal retirement date under the Company's qualified retirement plan, or
permanent disability within the meaning of Section 22(c)(3) of the Code; or

(d) The expiration of one year from the date of termination of Optionee's
employment or services as a result of death, retirement on Optionee's normal
retirement date under the Company's qualified retirement plan, or Optionee
having become permanently disabled within the meaning of Section 22(c)(3) of the
Code.

                                   ARTICLE III
                               EXERCISE OF OPTION

SECTION 3.1 - MANNER OF EXERCISE.

(a) The Option, to the extent then vested and exercisable, shall be exercisable
by delivery to the Company of a written notice stating the number of shares as
to which the Option is exercised pursuant to this Agreement and a designation of
the method of payment of the exercise price with respect to Stock to be
purchased. An Option may not be exercised for less than 100 shares of Stock (or
the number of remaining shares of Stock subject to the Option if less than 100).

(b) The exercise price of the Option, or portion thereof, with respect to Stock
to be purchased, shall be paid in full at the time of exercise; payment may be
made in cash, which may be paid by check, or other instrument acceptable to the
Company, or, with the consent of the Committee, which consent may be withheld in
its sole discretion, in shares of Stock, valued at the Fair Market Value on the
date of exercise, or if there were no sales on such date, on the next preceding
day on which there were sales, or if permitted by the Committee and subject to
such terms and conditions as it may determine, by surrender of outstanding
Awards under the Plan. In addition, any amount necessary to satisfy applicable
federal, state or local tax requirements shall be paid promptly upon
notification of the amount due. The Committee may permit, in its sole
discretion, such amount to be paid in Stock previously owned by the employee, or
a portion of Stock that otherwise would be distributed to such employee upon
exercise of the Option, or a combination of cash and such Stock.


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FISHER SCIENTIFIC INTERNATIONAL INC.                                      PAGE 4
NON-QUALIFIED STOCK OPTION AWARD AGREEMENT
MANAGEMENT OPTIONS

                                   ARTICLE IV
                                  MISCELLANEOUS

SECTION 4.1 - TRANSFERABILITY OF OPTION.

Unless the Committee determines otherwise, the Option is nontransferable except
by will or the laws of descent and distribution.

SECTION 4.2 - NO RIGHTS AS A STOCKHOLDER; ADJUSTMENT.

Optionee shall have no rights as a stockholder with respect to any Stock covered
by the Option until the date of the issuance of a stock certificate to such
individual for such Stock. Except as provided in Section 7 of the Plan, in the
event that following the date hereof the Company shall (i) pay a dividend or
make any other distribution with respect to Stock in shares of Stock, (ii)
subdivide the amount of outstanding Stock into additional shares of Stock, (iii)
combine the outstanding shares of Stock into a smaller number of shares of
Stock, (iv) issue any shares of its capital stock in a reclassification of
shares of Stock (including any such reclassification in connection with a
merger, consolidation, share exchange or other business combination), or (v) in
the event the Company shall merge, combine or engage in a share exchange or
similar corporate transaction with any other entity in which the Company is not
the surviving corporation, then the Committee in good faith shall make such
equitable changes or adjustments as it deems necessary or appropriate, including
changes to the type of securities issuable in respect of the Option (including,
if applicable, the securities of the acquiring company), the number of shares of
Stock or other securities issuable in respect of the Option, and the exercise
price of the Option. The Committee shall also determine whether a similar
corporate transaction or event affects Stock in a manner such that an adjustment
is appropriate in order to prevent dilution or enlargement of the rights of
Optionee under the Plan, and if the Committee determines such an adjustment is
appropriate, it shall make such equitable changes or adjustments as it deems
necessary or appropriate, including changes to the type of securities issuable
in respect of the option (including, if applicable, the securities of the
acquiring company), the number of shares of Stock or other securities issuable
in respect of the Option, and the exercise price of the Option. Notwithstanding
anything to the contrary contained herein, the provisions of this Section 4.2
shall not apply in the event of issuance by the Company of equity securities in
exchange for less than the Fair Market Value of such equity securities.

SECTION 4.3 - OTHER RESTRICTIONS.

The exercise of each Option shall be subject to the requirement that, if at any
time the Committee shall determine that (i) the listing, registration or
qualification of the shares of Stock subject or related thereto upon any
securities exchange or under any state or federal law, (ii) the consent or
approval of any government regulatory body, or (iii) an agreement by Optionee
with respect to the disposition of shares of Stock is necessary or desirable as
a condition of, or in connection with, such exercise or the delivery or purchase
of shares pursuant thereto, then, in any such event, such exercise shall not be
effective unless such listing, registration, qualification, consent, approval or
agreement shall have been effected or obtained free of any conditions not
acceptable to the Committee.


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FISHER SCIENTIFIC INTERNATIONAL INC.                                      PAGE 5
NON-QUALIFIED STOCK OPTION AWARD AGREEMENT
MANAGEMENT OPTIONS

SECTION 4.4 - TAXES AND WITHHOLDINGS.

Not later than the date of exercise of the Option granted hereunder, Optionee
shall pay to the Company or make arrangements satisfactory to the Committee
regarding payment of any federal, state or local taxes of any kind required by
law to be withheld upon the exercise of such Option. The Company shall, to the
extent permitted or required by law, have the right to deduct from any payment
of any kind otherwise due to Optionee federal, state, and local taxes of any
kind required by law to be withheld upon the exercise of such option.

SECTION 4.5 - 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 Optionee 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.

SECTION 4.6 - EFFECT OF AGREEMENT.

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.

SECTION 4.7 - CONFLICTS AND INTERPRETATIONS.

In the event of any ambiguity in this Agreement, any term which is not defined
in this Agreement or any matters as to which this Agreement is silent, the Plan
shall govern.

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FISHER SCIENTIFIC INTERNATIONAL INC.                                      PAGE 6
NON-QUALIFIED STOCK OPTION AWARD AGREEMENT
MANAGEMENT OPTIONS


SECTION 4.8 - 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.

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


                                           FISHER SCIENTIFIC INTERNATIONAL INC.



                                           BY: ________________________________
                                               NAME:
                                               TITLE:

SIGNATURE OF OPTIONEE:

___________________________________
ADDRESS:

SOCIAL SECURITY NUMBER:








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