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AMENDMENT TO
GEN-PROBE INCORPORATED
CHANGE-IN-CONTROL SEVERANCE COMPENSATION PLAN
Gen-Probe
Incorporated hereby amends the Gen-Probe Incorporated
Change-in-Control Severance Compensation Plan (the
“Plan”), pursuant to its authority under
Section 4.2 of the Plan.
1. The first
sentence of Section 1.1 is amended in its entirety to read as
follows:
“An Employee
who is not an officer of the Company shall be entitled to
participate in this Plan upon the termination of his or her
employment within 12 months following a Change in Control by
the Company without Cause, provided in any case that (a) the
termination occurs within the period set forth in Section 4.1,
and (b) such termination constitutes a “separation from
service” within the meaning of Treasury
Regulation Section 1.409A-1(h) (a “Separation from
Service”).”
2. Section 2.2
is amended in its entirety to read as follows:
“In lieu of
any further salary payment to the Employee for periods subsequent
to the Date of Termination, provided the Employee has executed a
release of claims against the Company in a form acceptable to the
Company on or prior to the fiftieth (50 th )
day following the Employee’s Date of Termination, and does
not revoke such release within any applicable period required by
law, the Company shall pay, in accordance with the provisions of
Section 2.3 below, as severance pay to him after the Date of
Termination, Weekly Salary calculated as set forth in
Sections 1.2 and 1.3.”
3. Section 2.3
is amended in its entirety to read as follows:
“The Company
shall pay the full amount of the aggregate Weekly Salary determined
under Section 1.3 in a single lump sum payment within sixty
(60) days following the Date of Termination.”
4. Section 2.4
is amended in its entirety to read as follows:
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