AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.93

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Originally Effective March 12, 2003
First Amendment Effective January 1, 2004
Amendment and Restatement Effective May 17, 2006
Second Amendment and Restatement Effective March 1, 2007

     THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made by and between Gen-Probe Incorporated, a Delaware corporation with offices at 10210 Genetic Center Drive, San Diego, California 92121 (“Gen-Probe”), and Henry L. Nordhoff (the “Executive”).

     The parties hereto agree as follows:

1.

Amendment and Restatement of Employment Agreement . The Employment Agreement between Gen-Probe and Executive dated March 12, 2003, as previously amended as of January 1, 2004 and May 17, 2006, is hereby amended and restated as set forth herein as of March 1, 2007 (the “Amendment Effective Date”).

2.

Term of Employment . This Agreement shall be immediately effective. This Agreement, and Executive’s employment hereunder, shall be for a term of three years from May 17, 2006, provided, however, that Gen-Probe’s obligations pursuant to Sections 8(c) and 9 of this Agreement shall be for an indefinite term. At any time during the term of this Agreement, either party may terminate this Agreement, and Executive’s employment, in accordance with the provision of Sections 7 and 8 of this Agreement.

3.		Position and Duties . The Executive shall serve as President and Chief Executive Officer of Gen-Probe, and shall have commensurate responsibilities and authority. The Board of Directors may from time to time particularly specify the Executive’s duties and authority. The Executive shall not engage in or perform duties for any other persons or entities that interfere with the performance of his duties hereunder, provided that the Executive may continue to serve on the boards of directors and boards of trustees on which he served on March 12, 2003. Any outside board of director positions accepted by the Executive after March 12, 2003 will be subject to approval by the Board of Directors of Gen-Probe.
4.		Salary, Bonus and Benefits .

(a)

Salary . During the period of Executive’s employment, Gen-Probe shall pay Executive an annual base salary of $645,000.00. This base salary may be increased by the Compensation Committee of 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 Compensation Committee. The base salary shall not be decreased during the term of this Agreement.

	(b)		Bonus . In addition, at the discretion of the Compensation Committee, the Executive will be awarded incentive compensation, in the form of a cash bonus for each fiscal year during his employment, based upon performance. Executive’s target bonus shall be seventy-five percent (75%) of his base salary; however, the actual bonus shall be set at the discretion of the Compensation Committee.
	(c)		Stock Options/Restricted Stock . In addition, Executive may be awarded stock options, restricted stock awards and other equity compensation awards by Gen-Probe’s Compensation Committee, with such terms and conditions as the Compensation Committee may determine in its sole discretion.
	(d)		Life Insurance . Gen-Probe will obtain and pay for a term life insurance policy providing for payment of $1,000,000 in benefits to the Executive’s designated beneficiaries should the Executive die during the term of this Agreement. (This policy shall be in addition to any coverage provide by Gen-Probe’s group life insurance plan pursuant to subsection (g), below.)
	(e)		Disability Insurance . Gen-Probe will obtain and pay for a long-term disability insurance policy providing for payment at a rate of no less than $200,000 per annum to Executive should Executive suffer a long-term disability during the term of this Agreement. (This policy shall be in addition to any coverage provide by Gen-Probe’s group disability insurance plan pursuant to subsection (g), below.)
	(f)		AD& D Insurance . Gen-Probe will obtain and pay for an AD&D insurance policy providing for a benefit to Executive (or his beneficiaries) of $400,000 (airplane) or $200,000 (automobile or walking) should Executive suffer accidental death or accidental disability during the term of this Agreement.
	(g)		Other 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), as adopted and maintained by Gen-Probe. The Executive may receive such other and additional benefits as the Compensation Committee or Board may determine from time to time in its sole discretion.

5.

Expense Reimbursement . The Executive shall be entitled to receive prompt reimbursement for all reasonable and customary expenses incurred by him 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.

6.

Indemnification . Gen-Probe shall indemnify the Executive to the maximum extent permitted by law, by the by-laws of Gen-Probe and by the Indemnification Agreement dated August 19, 2002, between the Executive and Gen-Probe, as it may be amended (the “Indemnification Agreement”), 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 him in connection with such action, suit or proceeding.

7.		Termination . The Executive may terminate his 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 termination, such notice shall specifically and expressly state the grounds which he 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 8 below, to the extent applicable, shall immediately cease, except that the Executive will be entitled, through the date of termination, to payment of his 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) the removal of the Executive from his position as the Chief Executive Officer of Gen-Probe; (ii) a substantial and material diminution in the Executive’s duties and responsibilities hereunder; (iii) a reduction of the Executive’s base salary or target bonus percentage; (iv) 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; (v) the failure of Gen-Probe to obtain a satisfactory agreement from any successor to Gen-Probe to assume and agree to perform this Agreement; or (vi) a material breach by Gen-Probe of its obligations under this Agreement after notice in writing from the Executive and a reasonable opportunity for Gen-Probe to cure or substantially mitigate any material adverse effect of such breach. The Executive’s consent to any event which would otherwise constitute Good Reason shall be conclusively presumed if the Executive does not exercise his rights to terminate this Agreement for Good Reason under this section within six (6) months of notice of the event.
		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 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 duties on a continuous basis within 30 days of such notice; (v) the death of the Executive; or

(vi) the Executive becoming disabled such that he is not able to perform his usual duties for Gen-Probe for a period in excess of six (6) consecutive calendar months.

8.

Severance Benefits in Certain Events . If Gen-Probe terminates the Executive’s employment for reasons other than Cause, or if the Executive terminates his employment for Good Reason, the Executive shall be entitled to receive the following severance benefits:

	(a)		Salary . The Executive shall continue to receive his base salary, at the rate in effect at the time of his termination of employment, in monthly installments commencing the first day of the first month following termination and continuing for an aggregate period of twenty-four (24) months (the “Salary Continuation Period”); provided, however, that if termination under this Section 8 occurs in connection with a Change in Control, then the Executive shall receive a single lump sum payment, payable within 10 days of termination, equal to thirty-six (36) months’ base salary. For purposes of this Agreement, “Change in Control” shall have the meaning set forth on Attachment “1” to this Agreement (hereby incorporated by reference). For purposes of this Agreement, a termination shall be “in connection with” a Change in Control if termination occurs within the period six (6) months prior to or eighteen (18) months after a Change in Control.
			Notwithstanding anything to the contrary set forth herein, the provisions of this paragraph shall control if Executive’s employment terminates within the period six (6) months prior to a Change in Control. Any lump sum payment contemplated by this Section 8(a) shall be made within 10 days of the Change in Control and shall be in lieu of, and not in addition to, payments that would otherwise be made to Executive over the remainder of the Salary Continuation Period. Additionally, any payments that would otherwise be made to Executive over the remaining portion of the Salary Continuation Period following the Change in Control shall accelerate as of the date of the Change in Control only if such Change in Control is a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company, in each case for purposes of Section 409A(a)(2)(A)(v) of the Internal Revenue Code and the regulations and other guidance thereunder. Any lump sum payment contemplated by this Section 8(a) shall be reduced by an amount equal to the aggregate Salary Continuation Period payments already made to Executive, if any. It is the intent of this paragraph to structure the Executive’s severance benefit payments so that any lump sum payment of the Executive’s severance that may occur in connection with a Change in Control shall not result in the payments being subject to Section 409A(a)(1) of the Internal Revenue Code.
	(b)		Bonus . The Executive shall be entitled to receive a pro rata portion of the target bonus provided in Section 4(b) for the year in which his employment terminates. The Executive shall also be entitled to receive, in addition to the salary payment described in Section 8(a), above, an amount