BONUS PLAN FOR SENIOR MANAGEMENT OF CERUS CORPORATION

1.

Purposes of the Senior Management Bonus Plan

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Focus the organization on the goals which are most critical to the Company’s success;

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Attract and retain a high caliber of employee;

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Promote a pay-for-results philosophy;

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Provide competitive compensation opportunities;

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Allow management judgment and flexibility; and

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Reinforce the overall compensation strategy.

2.

Coverage

3.

Eligibility

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Employees must qualify as “Senior Management” of the Company to be eligible for bonuses under the Senior Management Bonus Plan. The Company retains the sole discretion to determine which employees qualify as Senior Management and will provide written notice to all eligible employees of their status as a member of Senior Management.

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The only employees who are eligible for Signing Bonuses or Retention Bonuses are those employees who are expressly notified of such eligibility in a writing signed by a Company officer.

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Senior Management is not eligible for Recruiting Bonuses.

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All employees who have been designated as Senior Management are eligible for Performance Bonuses. Senior Management who work part-time are eligible to receive pro-rata Performance Bonuses based on the number of hours they are regularly scheduled to work. New Senior Management employees who are hired after the Plan Year begins are eligible to participate on a pro-rata basis after completing three months of employment (unless otherwise approved by the CEO). Eligible Senior Management participants who are on a leave of absence for any portion

of the Plan Year are also eligible to participate on a pro-rata basis, provided they work at least thirty days during the Plan Year.

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Employees are only eligible for bonuses under this Senior Management Bonus Plan if they sign and date this document and return it to the Company.

4.

Amount and Calculation of Bonuses

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The amount of any Signing Bonus or Retention Bonus that an eligible employee may receive will be as set forth in the written document signed by a Cerus officer notifying the employee of their eligibility for such a bonus. Any terms and conditions set forth in that document will also apply.

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Performance Bonuses:

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At the beginning of each Plan Year, the Company shall set corporate milestones for the Plan Year. Corporate milestones are generally submitted to the Compensation Committee in writing by the CEO for approval by the Compensation Committee before the end of the first quarter of each year. Corporate milestones generally include measurable results to be accomplished within the year.

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At the end of each Plan Year, the Company creates a bonus pool as follows:

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Each Senior Management employee’s current bonus-year base pay is multiplied by the applicable bonus target percentage for that employee. (Target bonus percentages are assigned at the beginning of each Plan Year in writing.)

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This product is then multiplied by the percentage of the corporate milestones that the Company has achieved.

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The Compensation Committee will determine, in its sole discretion, whether and what percentage of the corporate milestones are met. The Company must achieve at least 50% of the approved corporate milestones for any bonus payout to occur unless otherwise approved by the Compensation Committee. If a corporate milestone is not met during or before the end of the quarter in which it was due to be completed, then the potential bonus pool amount attributable to that milestone will be discounted as follows (unless otherwise approved by the Compensation Committee): only 50% of the potential bonus pool amount for a milestone will be provided if the milestone is achieved one quarter late, and no bonus pool amount will b