EMPLOYMENT AGREEMENT

(a)

Salary . During the period of the Executive’s employment, Gen-Probe shall pay Executive an annual base salary at the rate the Executive is being paid as of the Effective Date. This base salary may be adjusted annually by the Board, subject to the terms of this Agreement and consistent with the Executive’s performance and Gen-Probe’s policy regarding adjustments in officer compensation established from time to time by the Board.

(b)

Bonus . In addition, at the Board’s discretion, the Executive may be awarded incentive compensation, in the form of a cash bonus for each fiscal year during Executive’s employment, based upon performance.

(c)

Benefits . The Executive shall be entitled to participate in the employee benefit programs (including but not limited to medical, dental, life and disability insurance, 401K retirement plan, and vacation program), which may be adopted and maintained by Gen-Probe. The Executive may receive such other and additional benefits as the Board may determine from time to time in its sole discretion.

4.

Expense Reimbursement. The Executive shall be entitled to receive prompt reimbursement for all reasonable and customary expenses incurred by Executive in performing services hereunder, including all expenses of travel and living expenses while away from home on business or at the request of, and in the service of Gen-Probe; provided, that such expenses are incurred and accounted for in accordance with the policies and procedures established by Gen-Probe. To the extent that reimbursements made pursuant to this Agreement are subject to the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), (a) the reimbursement shall be made in the no later than December 31 of the calendar year following the year in which the expense was incurred, (b) the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, and (c) the Executive’s right to reimbursement under this Section 4 will not be subject to liquidation or exchange for another benefit.

5.

Indemnification. Gen-Probe shall indemnify the Executive to the maximum extent permitted by law and by the by-laws of Gen-Probe if the Executive is made a party, or threatened to be made a party, to any threatened or pending legal action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the Executive is or was an officer, director or employee of Gen-Probe or any subsidiary or affiliate thereof, in which capacity the Executive is or was serving at Gen-Probe’s request, against reasonable expenses (including reasonable attorneys’ fees), judgments, fines and settlement payments incurred by Executive in connection with such action, suit or proceeding.

6.

Termination. The Executive may terminate his or her employment hereunder at any time, with or without Good Reason (as defined below) upon written notice to Gen-Probe. If Executive contends that Good Reason exists for his or her termination, such notice shall specifically and expressly state the grounds which Executive contends constitute Good Reason. Gen-Probe may terminate the Executive’s employment hereunder at any time, subject to the terms of this Agreement, with or without Cause (as defined below) upon written notice to the Executive. If this Agreement is terminated, all compensation and benefits other than severance benefits described in Section 7 below, to the extent applicable, shall immediately cease, except that the Executive will be entitled, through the date of termination, to payment of Executive’s salary and benefits under Gen-Probe benefit programs and plans in accordance with their terms.

As used in this Agreement, “Good Reason” shall mean any of the following events that are not consented to by the Executive: (i) a substantial and material diminution in the Executive’s duties and responsibilities hereunder; (ii) the location of the Executive’s assignment on behalf of Gen-Probe is moved to a location more than 30 miles from its present location; (iii) a reduction of more than ten percent (10%) in the Executive’s base salary or in the Executive’s benefits received from Gen-Probe; (iv) the failure of Gen-Probe to obtain a satisfactory agreement from any other successor to Gen-Probe to assume and

As used in this Agreement, “Cause” shall mean any of the following events: (i) any act of gross or willful misconduct, fraud, misappropriation, dishonesty, embezzlement or similar conduct on the part of Executive; (ii) the Executive’s conviction of a felony or any crime involving moral turpitude (which conviction, due to the passage of time or otherwise, is not subject to further appeal); (iii) the Executive’s misuse or abuse of alcohol, drugs or controlled substances and failure to seek and comply with appropriate treatment; (iv) willful and continued failure by the Executive to substantially perform his or her duties under this Agreement (other than any failure resulting from disability or from termination by the Executive for Good Reason) as determined by a majority of the Board after written demand from the Board of Directors for substantial performance is delivered to the Executive, and the Executive fails to resume substantial performance of his or her duties on a continuous basis within 30 days of such notice; (vi) the death of the Executive; or (vii) the Executive becoming disabled such that Executive is not able to perform his or her usual duties for Gen-Probe for a period in excess of six (6) consecutive calendar months.

7.

Severance Benefits in Certain Events. If Gen-Probe terminates the Executive’s employment for reasons other than for Cause, or if the Executive terminates his employment for Good Reason (provided that (i) Executive notified Gen-Probe of his or her intent to resign for Good Reason within 90 days of the initial existence of the condition giving rise to Good Reason (a “Good Reason Condition”) and provides Gen-Probe with a period of 30 days during which it may remedy the Good Reason Condition, (ii) Gen-Probe did not remedy the Good Reason Condition during such period, and (iii) Executive terminated for Good Reason based on the condition specified in the notice, and such resignation occurs within one year after the initial existence of such Good Reason Condition), and such termination constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h) (a “Separation from Service”), the Executive shall be entitled to receive as liquidated damages, the following severance benefits: