Common use of Limit on Payments by the Company Clause in Contracts

Limit on Payments by the Company. (a) Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit received or to be received by the Employee in connection with a Change of Control or a Covered Change of Control Termination (as defined in Section 5(c)) (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any Person whose actions result in a Change of Control or any Person affiliated with the Company or such Person such as to require attribution of stock ownership between the parties under Section 318(a) of the Code) (all such payments and benefits, including the severance payments described in Section 5(b) (the “Severance Payments”), being hereinafter called “Total Payments”) would be subject (in whole or part), to any excise tax imposed under Section 4999 of the Code, then, after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in such other plan, arrangement or agreement, the Employee may elect, to the extent consistent with Section 409A, to forego receipt of nontaxable and/or non-deferred amounts or benefits, following which the cash Severance Payments shall then be reduced, and the noncash Severance Payments shall thereafter be reduced, to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax but only if (A) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced Total Payments) is greater than or equal to (B) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax to which the Employee would be subject in respect of such unreduced Total Payments). If the immediately preceding sentence requires the reduction of the noncash Severance Payments not otherwise foregone, the order in which they shall be reduced is the following: (i) a reduction in the twenty-four (24) months of life insurance benefits being provided and then (ii) a reduction in the twenty-four (24) months of medical and dental insurance benefits being provided.

Limit on Payments by the Company. (a) Notwithstanding any other provisions provision of this AgreementAgreement to the contrary, in the event that it shall be determined that any payment or distribution in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit received of the Executive, whether paid or to be received by the Employee in connection with a Change of Control payable or a Covered Change of Control Termination (as defined in Section 5(c)) (whether distributed or distributable pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any Person whose actions result in a Change of Control or any Person affiliated with the Company or such Person such as to require attribution of stock ownership between the parties under Section 318(a) of the Code) (all such payments and benefits, including the severance payments described in Section 5(b) otherwise (the “Severance Payments”), being hereinafter called would constitute an “Total Payments”) would be subject (in whole or part), to any excise tax imposed under Section 4999 of excess parachute payment” within the Code, then, after taking into account any reduction in the Total Payments provided by reason meaning of Section 280G of the Code in such other plan, arrangement or agreementCode, the Employee may elect, Company shall reduce (but not below zero) the aggregate present value of the Payments under the Agreement to the extent consistent Reduced Amount (as defined below), if reducing the Payments under this Agreement will provide the Executive with Section 409A, to forego receipt of nontaxable and/or nona greater net after-deferred amounts or benefits, following which tax amount than would be the cash Severance case if no such reduction was made. The Payments shall then be reduced, and reduced as described in the noncash Severance Payments shall thereafter be reduced, to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax but preceding sentence only if (Ai) the net amount of such Total the Payments, as so reduced (and after subtracting the net amount of federal, state and local income and payroll taxes on such the reduced Total Payments) ), is greater than or equal to (Bii) the net amount of such Total the Payments without such reduction (but after subtracting the net amount of federal, state and local income and payroll taxes on such Total the Payments and the amount of Excise Tax excise tax to which the Employee Executive would be subject in with respect of such to the unreduced Total Payments). If the immediately preceding sentence requires the reduction of the noncash Severance Payments not otherwise foregone, the order in which they Only amounts payable under this Agreement shall be reduced is pursuant to this Section 6, and any reduction shall be made in accordance with Section 409A of the following: (i) a reduction Code. Except as set forth in the twentynext sentence, all determinations to be made under this Section 6 shall be made by the nationally recognized independent public accounting or valuation firm used by the Company immediately prior to the Change in Control ("Firm"), which Firm shall provide its determinations and any supporting calculations to the Company and the Executive within ten (10) days of the Executive's Date of Termination. The value of the Executive's non-four (24) months competition covenant under Section 9.16 of life insurance benefits being provided this Agreement shall be determined by independent appraisal by a nationally-recognized business valuation firm acceptable to both the Executive and then (ii) the Company, and a reduction in portion of the twentyAgreement Payments shall, to the extent of that appraised value, be specifically allocated as reasonable compensation for such non-four (24) months competition covenant and shall not be treated as a parachute payment. Any such determination by the Firm shall be binding upon the Company and the Executive. [remainder of medical and dental insurance benefits being provided.page intentionally left blank]

Limit on Payments by the Company. (a) Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit received or to be received by the Employee in connection with a Change of Control or a Covered Change of Control Termination (as defined in Section 5(c)) (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any Person whose actions result in a Change of Control or any Person affiliated with the Company or such Person such as to require attribution of stock ownership between the parties under Section 318(a) of the Code) (all such payments and benefits, including the severance payments described in Section 5(b) (the “Severance Payments”), being hereinafter called “Total Payments”) would be subject (in whole or part), to any excise tax imposed under Section 4999 of the Code, then, after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in such other plan, arrangement or agreement, the Employee may elect, to the extent consistent with Section 409A, to forego receipt of nontaxable and/or non-deferred amounts or benefits, following which the cash Severance Payments shall then be reduced, and the noncash Severance Payments shall thereafter be reduced, to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax but only if (A) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced Total Payments) is greater than or equal to (B) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax to which the Employee would be subject in respect of such unreduced Total Payments). If the immediately preceding sentence requires the reduction of the noncash Severance Payments not otherwise foregone, the order in which they shall be reduced is the following: (i) a reduction in the twenty-four (24) months of life insurance benefits being provided and then (ii) a reduction in the twenty-four (24) months of medical and dental insurance benefits being provided.

Limit on Payments by the Company. (a) Notwithstanding any other provisions provision of this AgreementAgreement to the contrary, in the event that it shall be determined that any payment or distribution in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit received of the Executive, whether paid or to be received by the Employee in connection with a Change of Control payable or a Covered Change of Control Termination (as defined in Section 5(c)) (whether distributed or distributable pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any Person whose actions result in a Change of Control or any Person affiliated with the Company or such Person such as to require attribution of stock ownership between the parties under Section 318(a) of the Code) (all such payments and benefits, including the severance payments described in Section 5(b) otherwise (the “Severance Payments”), being hereinafter called would constitute an “Total Payments”) would be subject (in whole or part), to any excise tax imposed under Section 4999 of excess parachute payment” within the Code, then, after taking into account any reduction in the Total Payments provided by reason meaning of Section 280G of the Code in such other plan, arrangement or agreementCode, the Employee may elect, Company shall reduce (but not below zero) the aggregate present value of the Payments under the Agreement to the extent consistent Reduced Amount (as defined below), if reducing the Payments under this Agreement will provide the Executive with Section 409A, to forego receipt of nontaxable and/or nona greater net after-deferred amounts or benefits, following which tax amount than would be the cash Severance case if no such reduction was made. The Payments shall then be reduced, and reduced as described in the noncash Severance Payments shall thereafter be reduced, to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax but preceding sentence only if (Ai) the net amount of such Total the Payments, as so reduced (and after subtracting the net amount of federal, state and local income and payroll taxes on such the reduced Total Payments) ), is greater than or equal to (Bii) the net amount of such Total the Payments without such reduction (but after subtracting the net amount of federal, state and local income and payroll taxes on such Total the Payments and the amount of Excise Tax excise tax to which the Employee Executive would be subject in with respect of such to the unreduced Total Payments). If the immediately preceding sentence requires the reduction of the noncash Severance Payments not otherwise foregone, the order in which they Only amounts payable under this Agreement shall be reduced is pursuant to this Section 6, and any reduction shall be made in accordance with Section 409A of the following: (i) a reduction Code. Except as set forth in the twentynext sentence, all determinations to be made under this Section 6 shall be made by the nationally recognized independent public accounting or valuation firm used by the Company immediately prior to the Change in Control (“Firm”), which Firm shall provide its determinations and any supporting calculations to the Company and the Executive within ten (10) days of the Executive’s Date of Termination. The value of the Executive’s non-four (24) months competition covenant under Section 9.16 of life insurance benefits being provided this Agreement shall be determined by independent appraisal by a nationally-recognized business valuation firm acceptable to both the Executive and then (ii) the Company, and a reduction in portion of the twentyAgreement Payments shall, to the extent of that appraised value, be specifically allocated as reasonable compensation for such non-four (24) months of medical competition covenant and dental insurance benefits being providedshall not be treated as a parachute payment. Any such determination by the Firm shall be binding upon the Company and the Executive.

Limit on Payments by the Company. (a) Notwithstanding any other provisions provision of this AgreementAgreement to the contrary, in the event that it shall be determined that any payment or distribution in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit received of the Executive, whether paid or to be received by the Employee in connection with a Change of Control payable or a Covered Change of Control Termination (as defined in Section 5(c)) (whether distributed or distributable pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any Person whose actions result in a Change of Control or any Person affiliated with the Company or such Person such as to require attribution of stock ownership between the parties under Section 318(a) of the Code) (all such payments and benefits, including the severance payments described in Section 5(b) otherwise (the “Severance Payments”), being hereinafter called would constitute an “Total Payments”) would be subject (in whole or part), to any excise tax imposed under Section 4999 of excess parachute payment” within the Code, then, after taking into account any reduction in the Total Payments provided by reason meaning of Section 280G of the Code in such other plan, arrangement or agreementCode, the Employee may elect, Company shall reduce (but not below zero) the aggregate present value of the Payments under the Agreement to the extent consistent Reduced Amount (as defined below), if reducing the Payments under this Agreement will provide the Executive with Section 409A, to forego receipt of nontaxable and/or nona greater net after-deferred amounts or benefits, following which tax amount than would be the cash Severance case if no such reduction was made. The Payments shall then be reduced, and reduced as described in the noncash Severance Payments shall thereafter be reduced, to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax but preceding sentence only if (Ai) the net amount of such Total the Payments, as so reduced (and after subtracting the net amount of federal, state and local income and payroll taxes on such the reduced Total Payments) ), is greater than or equal to (Bii) the net amount of such Total the Payments without such reduction (but after subtracting the net amount of federal, state and local income and payroll taxes on such Total the Payments and the amount of Excise Tax (as defined below) to which the Employee Executive would be subject in with respect of such to the unreduced Total Payments). If the immediately preceding sentence requires the reduction of the noncash Severance Payments not otherwise foregone, the order in which they Only amounts payable under this Agreement shall be reduced is pursuant to this Section 6, and any reduction shall be made in accordance with Section 409A of the following: (i) a reduction Code Except as set forth in the twentynext sentence, all determinations to be made under this Section 6 shall be made by the nationally recognized independent public accounting firm used by the Company immediately prior to the Change in Control (“Accounting Firm”), which Accounting Firm shall provide its determinations and any supporting calculations to the Company and the Executive within ten (10) days of the Executive’s Termination Date. The value of the Executive’s non-four (24competition covenant under Section 10(a) months of life insurance benefits being provided this Agreement shall be determined by independent appraisal by a nationally-recognized business valuation firm acceptable to both the Executive and then (ii) the Company, and a reduction in portion of the twentyAgreement Payments shall, to the extent of that appraised value, be specifically allocated as reasonable compensation for such non-four (24) months of medical competition covenant and dental insurance benefits being providedshall not be treated as a parachute payment. Any such determination by the Accounting Firm shall be binding upon the Company and the Executive.

Limit on Payments by the Company. (a) Notwithstanding Executive shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any other provisions payment received hereunder, including, without limitation, any excise tax imposed by Section 4999 of this Agreementthe Code; provided, in the event however, that any payment or benefit received or to be received by the Employee Executive in connection with a Change of Control or a Covered Change the termination of Control Termination (as defined in Section 5(c)) Executive’s employment (whether payable pursuant to the terms of this Letter Agreement (“Contract Payments”) or any other plan, arrangement arrangements or agreement with the Company, any Person whose actions result in a Change of Control Company or any Person affiliated affiliate (collectively with the Company or such Person such as to require attribution of stock ownership between Contract Payments, the parties under Section 318(a) of the Code) (all such payments and benefits, including the severance payments described in Section 5(b) (the “Severance Payments”), being hereinafter called “Total Payments”) would shall be subject (in whole or part), to any excise tax imposed under Section 4999 of the Code, then, after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in such other plan, arrangement or agreement, the Employee may elect, to the extent consistent with Section 409A, to forego receipt of nontaxable and/or non-deferred amounts or benefits, following which the cash Severance Payments shall then be reduced, and the noncash Severance Payments shall thereafter be reduced, reduced to the extent necessary so that no portion of the Total Payments is thereof shall be subject to the Excise Tax excise tax imposed by Section 4999 of the Code but only if, by reason of such reduction, the net after-tax benefit received by Executive shall exceed the net after-tax benefit received by Executive if no such reduction was made. For purposes of this Section 13, “net after-tax benefit” shall mean (Ai) the net total of all payments and the value of all benefits which Executive receives or is then entitled to receive from the Company that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of such Total Payments, as so reduced (and after subtracting the net amount of all federal, state and local income taxes payable with respect to the foregoing calculated at the maximum marginal income tax rate for each year in which the foregoing shall be paid to Executive (based on the rate in effect for such reduced Total Paymentsyear as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) is greater than or equal to (B) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax excise taxes imposed with respect to the payments and benefits described in (i) above by Section 4999 of the Code. The foregoing determination shall be made by a nationally recognized accounting firm (the “Accounting Firm”) selected by the Company and reasonably acceptable to Executive (which may be, but will not be required to be, the Employee would Company’s independent auditors). The Accounting Firm shall submit its determination and detailed supporting calculations to both Executive and the Company within fifteen (15) days after receipt of a notice from either the Company or Executive that Executive may receive payments which may be “parachute payments.” If the Accounting Firm determines that such reduction is required by this Section 13, Executive, in Executive’s sole and absolute discretion, may determine which Total Payments shall be reduced to the extent necessary so that no portion thereof shall be subject in respect to the excise tax imposed by Section 4999 of the Code, and the Company shall pay such unreduced Total Payments)reduced amount to Executive. If the immediately preceding sentence requires Accounting Firm determines that no reduction is necessary under this Section 13, it will, at the reduction same time as it makes such determination, furnish Executive and the Company an opinion that Executive shall not be liable for any excise tax under Section 4999 of the noncash Severance Payments not Code. Executive and the Company shall each provide the Accounting Firm access to and copies of any books, records, and documents in the possession of Executive or the Company, as the case may be, reasonably requested by the Accounting Firm, and otherwise foregonecooperate with the Accounting Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 13. The fees and expenses of the Accounting Firm for its services in connection with the determinations and calculations contemplated by this Section 13 shall be borne by the Company. If this Letter Agreement sets forth our agreement on the subject matter hereof, kindly sign and return to us the enclosed copy of this letter which will then constitute our legally binding agreement on this subject and supersedes any prior discussions or agreements on this subject, including without limitation, that certain Services Agreement, dated October 1, 2007 between Executive, the order in which they Company and Safeguard Scientifics, Inc. (the “Prior Agreement”), and the parties hereto expressly acknowledge and agree that nothing herein shall violate or be reduced construed as a violation of any provision of the Prior Agreement, including without limitation, Section 7(b) thereof. Sincerely, Clarient, Inc. /s/ Xxxxxx X. Xxxxxxx By: Xxxxxx X. Xxxxxxx Title: Chief Executive Officer I agree to the terms and conditions of this Letter Agreement /s/ Xxxxxxx X. Xxxxxxx GENERAL RELEASE AND AGREEMENT This GENERAL RELEASE AND AGREEMENT (hereinafter the “Release”) is made and entered into as of this April 24, 2008, by and between CLARIENT, INC. (the following: “Company”) and Xxxx Xxxxxxx (i) a reduction in the twenty-four (24) months of life insurance benefits being provided and then (ii) a reduction in the twenty-four (24) months of medical and dental insurance benefits being provided“Employee”).

Limit on Payments by the Company. (a) Notwithstanding Executive shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any other provisions payment received hereunder, including, without limitation, any excise tax imposed by Section 4999 of this Agreementthe Code; provided, in the event however, that any payment or benefit received or to be received by the Employee Executive in connection with a Change of Control or a Covered Change the termination of Control Termination (as defined in Section 5(c)) Executive’s employment (whether payable pursuant to the terms of this Letter Agreement (“Contract Payments”) or any other plan, arrangement arrangements or agreement with the Company, any Person whose actions result in a Change of Control Company or any Person affiliated affiliate (collectively with the Company or such Person such as to require attribution of stock ownership between Contract Payments, the parties under Section 318(a) of the Code) (all such payments and benefits, including the severance payments described in Section 5(b) (the “Severance Payments”), being hereinafter called “Total Payments”) would shall be subject (in whole or part), to any excise tax imposed under Section 4999 of the Code, then, after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in such other plan, arrangement or agreement, the Employee may elect, to the extent consistent with Section 409A, to forego receipt of nontaxable and/or non-deferred amounts or benefits, following which the cash Severance Payments shall then be reduced, and the noncash Severance Payments shall thereafter be reduced, reduced to the extent necessary so that no portion of the Total Payments is thereof shall be subject to the Excise Tax excise tax imposed by Section 4999 of the Code but only if, by reason of such reduction, the net after-tax benefit received by Executive shall exceed the net after-tax benefit received by Executive if no such reduction was made. For purposes of this Section 13, “net after-tax benefit” shall mean (Ai) the net total of all payments and the value of all benefits which Executive receives or is then entitled to receive from the Company that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of such Total Payments, as so reduced (and after subtracting the net amount of all federal, state and local income taxes payable with respect to the foregoing calculated at the maximum marginal income tax rate for each year in which the foregoing shall be paid to Executive (based on the rate in effect for such reduced Total Paymentsyear as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) is greater than or equal to (B) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax excise taxes imposed with respect to the payments and benefits described in (i) above by Section 4999 of the Code. The foregoing determination shall be made by a nationally recognized accounting firm (the “Accounting Firm”) selected by the Company and reasonably acceptable to Executive (which may be, but will not be required to be, the Employee would Company’s independent auditors). The Accounting Firm shall submit its determination and detailed supporting calculations to both Executive and the Company within fifteen (15) days after receipt of a notice from either the Company or Executive that Executive may receive payments which may be “parachute payments.” If the Accounting Firm determines that such reduction is required by this Section 13, Executive, in Executive’s sole and absolute discretion, may determine which Total Payments shall be reduced to the extent necessary so that no portion thereof shall be subject in respect to the excise tax imposed by Section 4999 of the Code, and the Company shall pay such unreduced Total Payments)reduced amount to Executive. If the immediately preceding sentence requires Accounting Firm determines that no reduction is necessary under this Section 13, it will, at the reduction same time as it makes such determination, furnish Executive and the Company an opinion that Executive shall not be liable for any excise tax under Section 4999 of the noncash Severance Payments not Code. Executive and the Company shall each provide the Accounting Firm access to and copies of any books, records, and documents in the possession of Executive or the Company, as the case may be, reasonably requested by the Accounting Firm, and otherwise foregone, cooperate with the order Accounting Firm in which they connection with the preparation and issuance of the determinations and calculations contemplated by this Section 13. The fees and expenses of the Accounting Firm for its services in connection with the determinations and calculations contemplated by this Section 13 shall be reduced borne by the Company. If this Letter Agreement sets forth our agreement on the subject matter hereof, kindly sign and return to us the enclosed copy of this letter which will then constitute our legally binding agreement on this subject and supersedes any prior discussions or agreements on this subject. Sincerely, Clarient, Inc. /S/ Xxxxxx X. Xxxxxxx By: Xxxxxx X. Xxxxxxx, Vice Chairman and CEO I agree to the terms and conditions of this Letter Agreement. /S/ Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx, M.D. GENERAL RELEASE AND AGREEMENT This GENERAL RELEASE AND AGREEMENT (hereinafter the “Release”) is made and entered into as of this day of , 20 , by and between CLARIENT, INC. (the following: “Company”) and (i) a reduction in the twenty-four (24) months of life insurance benefits being provided and then (ii) a reduction in the twenty-four (24) months of medical and dental insurance benefits being provided“Executive”).

Limit on Payments by the Company. (a) Notwithstanding Executive shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any other provisions payment received hereunder, including, without limitation, any excise tax imposed by Section 4999 of this Agreementthe Code; provided, in the event however, that any payment or benefit received or to be received by the Employee Executive in connection with a Change of Control or a Covered Change the termination of Control Termination (as defined in Section 5(c)) Executive’s employment (whether payable pursuant to the terms of this Letter Agreement (“Contract Payments”) or any other plan, arrangement arrangements or agreement with the Company, any Person whose actions result in a Change of Control Company or any Person affiliated affiliate (collectively with the Company or such Person such as to require attribution of stock ownership between Contract Payments, the parties under Section 318(a) of the Code) (all such payments and benefits, including the severance payments described in Section 5(b) (the “Severance Payments”), being hereinafter called “Total Payments”) would shall be subject (in whole or part), to any excise tax imposed under Section 4999 of the Code, then, after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in such other plan, arrangement or agreement, the Employee may elect, to the extent consistent with Section 409A, to forego receipt of nontaxable and/or non-deferred amounts or benefits, following which the cash Severance Payments shall then be reduced, and the noncash Severance Payments shall thereafter be reduced, reduced to the extent necessary so that no portion of the Total Payments is thereof shall be subject to the Excise Tax excise tax imposed by Section 4999 of the Code but only if, by reason of such reduction, the net after-tax benefit received by Executive shall exceed the net after-tax benefit received by Executive if no such reduction was made. For purposes of this Section 13, “net after-tax benefit” shall mean (Ai) the net total of all payments and the value of all benefits which Executive receives or is then entitled to receive from the Company that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of such Total Payments, as so reduced (and after subtracting the net amount of all federal, state and local income taxes payable with respect to the foregoing calculated at the maximum marginal income tax rate for each year in which the foregoing shall be paid to Executive (based on the rate in effect for such reduced Total Paymentsyear as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) is greater than or equal to (B) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax excise taxes imposed with respect to the payments and benefits described in (i) above by Section 4999 of the Code. The foregoing determination shall be made by a nationally recognized accounting firm (the “Accounting Firm”) selected by the Company and reasonably acceptable to Executive (which may be, but will not be required to be, the Employee would Company’s independent auditors). The Accounting Firm shall submit its determination and detailed supporting calculations to both Executive and the Company within fifteen (15) days after receipt of a notice from either the Company or Executive that Executive may receive payments which may be “parachute payments.” If the Accounting Firm determines that such reduction is required by this Section 13, Executive, in Executive’s sole and absolute discretion, may determine which Total Payments shall be reduced to the extent necessary so that no portion thereof shall be subject in respect to the excise tax imposed by Section 4999 of the Code, and the Company shall pay such unreduced Total Payments)reduced amount to Executive. If the immediately preceding sentence requires Accounting Firm determines that no reduction is necessary under this Section 13, it will, at the reduction same time as it makes such determination, furnish Executive and the Company an opinion that Executive shall not be liable for any excise tax under Section 4999 of the noncash Severance Payments not Code. Executive and the Company shall each provide the Accounting Firm access to and copies of any books, records, and documents in the possession of Executive or the Company, as the case may be, reasonably requested by the Accounting Firm, and otherwise foregone, cooperate with the order Accounting Firm in which they connection with the preparation and issuance of the determinations and calculations contemplated by this Section 13. The fees and expenses of the Accounting Firm for its services in connection with the determinations and calculations contemplated by this Section 13 shall be reduced is borne by the followingCompany. If this Letter Agreement sets forth our agreement on the subject matter hereof, kindly sign and return to us the enclosed copy of this letter which will then constitute our legally binding agreement on this subject and supersedes any prior discussions or agreements on this subject. Sincerely, Clarient, Inc. By: (i) a reduction in /s/ Rxxxxx X. Xxxxxxx Rxxxxx X. Xxxxxxx, Vice Chairman and CEO I agree to the twenty-four (24) months terms and conditions of life insurance benefits being provided and then (ii) a reduction in the twenty-four (24) months of medical and dental insurance benefits being provided.this Letter Agreement. /s/ Mxxxxxx X. Xxxxxxxxx Mxxxxxx X. Xxxxxxxxx

Limit on Payments by the Company. (a) Notwithstanding Executive shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any other provisions payment received hereunder, including, without limitation, any excise tax imposed by Section 4999 of this Agreementthe Code; provided, in the event however, that any payment or benefit received or to be received by the Employee Executive in connection with a Change of Control or a Covered Change the termination of Control Termination (as defined in Section 5(c)) Executive’s employment (whether payable pursuant to the terms of this Letter Agreement (“Contract Payments”) or any other plan, arrangement arrangements or agreement with the Company, any Person whose actions result in a Change of Control Company or any Person affiliated affiliate (collectively with the Company or such Person such as to require attribution of stock ownership between Contract Payments, the parties under Section 318(a) of the Code) (all such payments and benefits, including the severance payments described in Section 5(b) (the “Severance Payments”), being hereinafter called “Total Payments”) would shall be subject (in whole or part), to any excise tax imposed under Section 4999 of the Code, then, after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in such other plan, arrangement or agreement, the Employee may elect, to the extent consistent with Section 409A, to forego receipt of nontaxable and/or non-deferred amounts or benefits, following which the cash Severance Payments shall then be reduced, and the noncash Severance Payments shall thereafter be reduced, reduced to the extent necessary so that no portion of the Total Payments is thereof shall be subject to the Excise Tax excise tax imposed by Section 4999 of the Code but only if, by reason of such reduction, the net after-tax benefit received by Executive shall exceed the net after-tax benefit received by Executive if no such reduction was made. For purposes of this Section 13, “net after-tax benefit” shall mean (Ai) the net total of all payments and the value of all benefits which Executive receives or is then entitled to receive from the Company that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of such Total Payments, as so reduced (and after subtracting the net amount of all federal, state and local income taxes payable with respect to the foregoing calculated at the maximum marginal income tax rate for each year in which the foregoing shall be paid to Executive (based on the rate in effect for such reduced Total Paymentsyear as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) is greater than or equal to (B) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax excise taxes imposed with respect to the payments and benefits described in (i) above by Section 4999 of the Code. The foregoing determination shall be made by a nationally recognized accounting firm (the “Accounting Firm”) selected by the Company and reasonably acceptable to Executive (which may be, but will not be required to be, the Employee would Company’s independent auditors). The Accounting Firm shall submit its determination and detailed supporting calculations to both Executive and the Company within fifteen (15) days after receipt of a notice from either the Company or Executive that Executive may receive payments which may be “parachute payments.” If the Accounting Firm determines that such reduction is required by this Section 13, Executive, in Executive’s sole and absolute discretion, may determine which Total Payments shall be reduced to the extent necessary so that no portion thereof shall be subject in respect to the excise tax imposed by Section 4999 of the Code, and the Company shall pay such unreduced Total Payments)reduced amount to Executive. If the immediately preceding sentence requires Accounting Firm determines that no reduction is necessary under this Section 13, it will, at the reduction same time as it makes such determination, furnish Executive and the Company an opinion that Executive shall not be liable for any excise tax under Section 4999 of the noncash Severance Payments not Code. Executive and the Company shall each provide the Accounting Firm access to and copies of any books, records, and documents in the possession of Executive or the Company, as the case may be, reasonably requested by the Accounting Firm, and otherwise foregone, cooperate with the order Accounting Firm in which they connection with the preparation and issuance of the determinations and calculations contemplated by this Section 13. The fees and expenses of the Accounting Firm for its services in connection with the determinations and calculations contemplated by this Section 13 shall be reduced borne by the Company. If this Letter Agreement sets forth our agreement on the subject matter hereof, kindly sign and return to us the enclosed copy of this letter which will then constitute our legally binding agreement on this subject and supersedes any prior discussions or agreements on this subject. Sincerely, Clarient, Inc. /S/ Xxxxxx X. Xxxxx By: Xxxxxx X. Xxxxx, Xx., M.D. Title: Chairman, Compensation Committee of the Clarient, Inc. Board of Directors I agree to the terms and conditions of this Letter Agreement. /S/ Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx GENERAL RELEASE AND AGREEMENT This GENERAL RELEASE AND AGREEMENT (hereinafter the “Release”) is made and entered into as of this day of , 20 , by and between CLARIENT, INC. (the following: “Company”) and (i) a reduction in the twenty-four (24) months of life insurance benefits being provided and then (ii) a reduction in the twenty-four (24) months of medical and dental insurance benefits being provided“Executive”).

Limit on Payments by the Company. (a) Notwithstanding Executive shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any other provisions payment received hereunder, including, without limitation, any excise tax imposed by Section 4999 of this Agreementthe Code; provided, in the event however, that any payment or benefit received or to be received by the Employee Executive in connection with a Change of Control or a Covered Change the termination of Control Termination (as defined in Section 5(c)) Executive’s employment (whether payable pursuant to the terms of this Letter Agreement (“Contract Payments”) or any other plan, arrangement arrangements or agreement with the Company, any Person whose actions result in a Change of Control Company or any Person affiliated affiliate (collectively with the Company or such Person such as to require attribution of stock ownership between Contract Payments, the parties under Section 318(a) of the Code) (all such payments and benefits, including the severance payments described in Section 5(b) (the “Severance Payments”), being hereinafter called “Total Payments”) would shall be subject (in whole or part), to any excise tax imposed under Section 4999 of the Code, then, after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in such other plan, arrangement or agreement, the Employee may elect, to the extent consistent with Section 409A, to forego receipt of nontaxable and/or non-deferred amounts or benefits, following which the cash Severance Payments shall then be reduced, and the noncash Severance Payments shall thereafter be reduced, reduced to the extent necessary so that no portion of the Total Payments is thereof shall be subject to the Excise Tax excise tax imposed by Section 4999 of the Code but only if, by reason of such reduction, the net after-tax benefit received by Executive shall exceed the net after-tax benefit received by Executive if no such reduction was made. For purposes of this Section 13, “net after-tax benefit” shall mean (Ai) the net total of all payments and the value of all benefits which Executive receives or is then entitled to receive from the Company that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of such Total Payments, as so reduced (and after subtracting the net amount of all federal, state and local income taxes payable with respect to the foregoing calculated at the maximum marginal income tax rate for each year in which the foregoing shall be paid to Executive (based on the rate in effect for such reduced Total Paymentsyear as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) is greater than or equal to (B) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax excise taxes imposed with respect to the payments and benefits described in (i) above by Section 4999 of the Code. The foregoing determination shall be made by a nationally recognized accounting firm (the “Accounting Firm”) selected by the Company and reasonably acceptable to Executive (which may be, but will not be required to be, the Employee would Company’s independent auditors). The Accounting Firm shall submit its determination and detailed supporting calculations to both Executive and the Company within fifteen (15) days after receipt of a notice from either the Company or Executive that Executive may receive payments which may be “parachute payments.” If the Accounting Firm determines that such reduction is required by this Section 13, Executive, in Executive’s sole and absolute discretion, may determine which Total Payments shall be reduced to the extent necessary so that no portion thereof shall be subject in respect to the excise tax imposed by Section 4999 of the Code, and the Company shall pay such unreduced Total Payments)reduced amount to Executive. If the immediately preceding sentence requires Accounting Firm determines that no reduction is necessary under this Section 13, it will, at the reduction same time as it makes such determination, furnish Executive and the Company an opinion that Executive shall not be liable for any excise tax under Section 4999 of the noncash Severance Payments not Code. Executive and the Company shall each provide the Accounting Firm access to and copies of any books, records, and documents in the possession of Executive or the Company, as the case may be, reasonably requested by the Accounting Firm, and otherwise foregone, cooperate with the order Accounting Firm in which they connection with the preparation and issuance of the determinations and calculations contemplated by this Section 13. The fees and expenses of the Accounting Firm for its services in connection with the determinations and calculations contemplated by this Section 13 shall be reduced borne by the Company. If this Letter Agreement sets forth our agreement on the subject matter hereof, kindly sign and return to us the enclosed copy of this letter which will then constitute our legally binding agreement on this subject and supersedes any prior discussions or agreements on this subject. Sincerely, Clarient, Inc. By: /S/ Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx, Vice Chairman and CEO I agree to the terms and conditions of this Letter Agreement. /S/ Xxxxx X. Xxxx Xxxxx X. Xxxx GENERAL RELEASE AND AGREEMENT This GENERAL RELEASE AND AGREEMENT (hereinafter the “Release”) is made and entered into as of this day of , 20 , by and between CLARIENT, INC. (the following: “Company”) and (i) a reduction in the twenty-four (24) months of life insurance benefits being provided and then (ii) a reduction in the twenty-four (24) months of medical and dental insurance benefits being provided“Executive”).

Limit on Payments by the Company. (a) Notwithstanding Executive shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any other provisions payment received hereunder, including, without limitation, any excise tax imposed by Section 4999 of this Agreementthe Code; provided, in the event however, that any payment or benefit received or to be received by the Employee Executive in connection with a Change of Control or a Covered Change the termination of Control Termination (as defined in Section 5(c)) Executive’s employment (whether payable pursuant to the terms of this Letter Agreement (“Contract Payments”) or any other plan, arrangement arrangements or agreement with the Company, any Person whose actions result in a Change of Control Company or any Person affiliated affiliate (collectively with the Company or such Person such as to require attribution of stock ownership between Contract Payments, the parties under Section 318(a) of the Code) (all such payments and benefits, including the severance payments described in Section 5(b) (the “Severance Payments”), being hereinafter called “Total Payments”) would shall be subject (in whole or part), to any excise tax imposed under Section 4999 of the Code, then, after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in such other plan, arrangement or agreement, the Employee may elect, to the extent consistent with Section 409A, to forego receipt of nontaxable and/or non-deferred amounts or benefits, following which the cash Severance Payments shall then be reduced, and the noncash Severance Payments shall thereafter be reduced, reduced to the extent necessary so that no portion of the Total Payments is thereof shall be subject to the Excise Tax excise tax imposed by Section 4999 of the Code but only if, by reason of such reduction, the net after-tax benefit received by Executive shall exceed the net after-tax benefit received by Executive if no such reduction was made. For purposes of this Section 13, “net after-tax benefit” shall mean (Ai) the net total of all payments and the value of all benefits which Executive receives or is then entitled to receive from the Company that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of such Total Payments, as so reduced (and after subtracting the net amount of all federal, state and local income taxes payable with respect to the foregoing calculated at the maximum marginal income tax rate for each year in which the foregoing shall be paid to Executive (based on the rate in effect for such reduced Total Paymentsyear as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) is greater than or equal to (B) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax excise taxes imposed with respect to the payments and benefits described in (i) above by Section 4999 of the Code. The foregoing determination shall be made by a nationally recognized accounting firm (the “Accounting Firm”) selected by the Company and reasonably acceptable to Executive (which may be, but will not be required to be, the Employee would Company’s independent auditors). The Accounting Firm shall submit its determination and detailed supporting calculations to both Executive and the Company within fifteen (15) days after receipt of a notice from either the Company or Executive that Executive may receive payments which may be “parachute payments.” If the Accounting Firm determines that such reduction is required by this Section 13, Executive, in Executive’s sole and absolute discretion, may determine which Total Payments shall be reduced to the extent necessary so that no portion thereof shall be subject in respect to the excise tax imposed by Section 4999 of the Code, and the Company shall pay such unreduced Total Payments)reduced amount to Executive. If the immediately preceding sentence requires Accounting Firm determines that no reduction is necessary under this Section 13, it will, at the reduction same time as it makes such determination, furnish Executive and the Company an opinion that Executive shall not be liable for any excise tax under Section 4999 of the noncash Severance Payments not Code. Executive and the Company shall each provide the Accounting Firm access to and copies of any books, records, and documents in the possession of Executive or the Company, as the case may be, reasonably requested by the Accounting Firm, and otherwise foregone, cooperate with the order Accounting Firm in which they connection with the preparation and issuance of the determinations and calculations contemplated by this Section 13. The fees and expenses of the Accounting Firm for its services in connection with the determinations and calculations contemplated by this Section 13 shall be reduced is borne by the followingCompany. If this Letter Agreement sets forth our agreement on the subject matter hereof, kindly sign and return to us the enclosed copy of this letter which will then constitute our legally binding agreement on this subject and supersedes any prior discussions or agreements on this subject. Sincerely, Clarient, Inc. By: (i) a reduction in /s/ Xxxxxx Xxxxxxx Title: CEO I agree to the twenty-four (24) months terms and conditions of life insurance benefits being provided and then (ii) a reduction in the twenty-four (24) months of medical and dental insurance benefits being provided.this Letter Agreement /s/ Xxxxx Xxxx Xxxxx Xxxx

Limit on Payments by the Company. (a) Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit received or to be received by the Employee in connection with a Change of Control or a Covered Change of Control Termination (as defined in Section 5(c)) (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any Person whose actions result in a Change of Control or any Person affiliated with the Company or such Person such as to require attribution of stock ownership between the parties under Section 318(a) of the Code) (all such payments and benefits, including the severance payments described in Section 5(b) (the “Severance Payments”), being hereinafter called “Total Payments”) would be subject (in whole or part), to any excise tax imposed under Section 4999 of the Code, then, after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in such other plan, arrangement or agreement, the Employee may elect, to the extent consistent with Section 409A, to forego receipt of nontaxable and/or non-deferred amounts or benefits, following which the cash Severance Payments shall then be reduced, and the noncash Severance Payments shall thereafter be reduced, to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax but only if (A) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced Total Payments) is greater than or equal to (B) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax to which the Employee would be subject in respect of such unreduced Total Payments). If the immediately preceding sentence requires the reduction of the noncash Severance Payments not otherwise foregone, the order in which they shall be reduced is the following: (i) a reduction in the twentythirty-four six (2436) months of life insurance benefits being provided and then (ii) a reduction in the twentythirty-four six (2436) months of medical and dental insurance benefits being provided.

Limit on Payments by the Company. (a) Notwithstanding Executive shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any other provisions payment received hereunder, including, without limitation, any excise tax imposed by Section 4999 of this Agreementthe Code; provided, in the event however, that any payment or benefit received or to be received by the Employee Executive in connection with a Change of Control or a Covered Change the termination of Control Termination (as defined in Section 5(c)) Executive’s employment (whether payable pursuant to the terms of this Letter Agreement (“Contract Payments”) or any other plan, arrangement arrangements or agreement with the Company, any Person whose actions result in a Change of Control Company or any Person affiliated affiliate (collectively with the Company or such Person such as to require attribution of stock ownership between Contract Payments, the parties under Section 318(a) of the Code) (all such payments and benefits, including the severance payments described in Section 5(b) (the “Severance Payments”), being hereinafter called “Total Payments”) would shall be subject (in whole or part), to any excise tax imposed under Section 4999 of the Code, then, after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in such other plan, arrangement or agreement, the Employee may elect, to the extent consistent with Section 409A, to forego receipt of nontaxable and/or non-deferred amounts or benefits, following which the cash Severance Payments shall then be reduced, and the noncash Severance Payments shall thereafter be reduced, reduced to the extent necessary so that no portion of the Total Payments is thereof shall be subject to the Excise Tax excise tax imposed by Section 4999 of the Code but only if, by reason of such reduction, the net after-tax benefit received by Executive shall exceed the net after-tax benefit received by Executive if no such reduction was made. For purposes of this Section 13, “net after-tax benefit” shall mean (Ai) the net total of all payments and the value of all benefits which Executive receives or is then entitled to receive from the Company that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of such Total Payments, as so reduced (and after subtracting the net amount of all federal, state and local income taxes payable with respect to the foregoing calculated at the maximum marginal income tax rate for each year in which the foregoing shall be paid to Executive (based on the rate in effect for such reduced Total Paymentsyear as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) is greater than or equal to (B) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax excise taxes imposed with respect to the payments and benefits described in (i) above by Section 4999 of the Code. The foregoing determination shall be made by a nationally recognized accounting firm (the “Accounting Firm”) selected by the Company and reasonably acceptable to Executive (which may be, but will not be required to be, the Employee would Company’s independent auditors). The Accounting Firm shall submit its determination and detailed supporting calculations to both Executive and the Company within fifteen (15) days after receipt of a notice from either the Company or Executive that Executive may receive payments which may be “parachute payments.” If the Accounting Firm determines that such reduction is required by this Section 13, Executive, in Executive’s sole and absolute discretion, may determine which Total Payments shall be reduced to the extent necessary so that no portion thereof shall be subject in respect to the excise tax imposed by Section 4999 of the Code, and the Company shall pay such unreduced Total Payments)reduced amount to Executive. If the immediately preceding sentence requires Accounting Firm determines that no reduction is necessary under this Section 13, it will, at the reduction same time as it makes such determination, furnish Executive and the Company an opinion that Executive shall not be liable for any excise tax under Section 4999 of the noncash Severance Payments not Code. Executive and the Company shall each provide the Accounting Firm access to and copies of any books, records, and documents in the possession of Executive or the Company, as the case may be, reasonably requested by the Accounting Firm, and otherwise foregone, cooperate with the order Accounting Firm in which they connection with the preparation and issuance of the determinations and calculations contemplated by this Section 13. The fees and expenses of the Accounting Firm for its services in connection with the determinations and calculations contemplated by this Section 13 shall be reduced is borne by the followingCompany. If this Letter Agreement sets forth our agreement on the subject matter hereof, kindly sign and return to us the enclosed copy of this letter which will then constitute our legally binding agreement on this subject and supersedes any prior discussions or agreements on this subject. Sincerely, Clarient, Inc. /s/ Xxx X. Xxxxxxx By: (i) a reduction in Xxx X. Xxxxxxx Title: Chairman, Compensation Committee of the twenty-four (24) months Clarient, Inc. Board of life insurance benefits being provided Directors I agree to the terms and then (ii) a reduction in the twenty-four (24) months conditions of medical and dental insurance benefits being provided.this Letter Agreement /s/ Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx

Limit on Payments by the Company. (a) Notwithstanding Executive shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any other provisions payment received hereunder, including, without limitation, any excise tax imposed by Section 4999 of this Agreementthe Code; provided, in the event however, that any payment or benefit received or to be received by the Employee Executive in connection with a Change of Control or a Covered Change the termination of Control Termination (as defined in Section 5(c)) Executive’s employment (whether payable pursuant to the terms of this Letter Agreement (“Contract Payments”) or any other plan, arrangement arrangements or agreement with the Company, any Person whose actions result in a Change of Control Company or any Person affiliated affiliate (collectively with the Company or such Person such as to require attribution of stock ownership between Contract Payments, the parties under Section 318(a) of the Code) (all such payments and benefits, including the severance payments described in Section 5(b) (the “Severance Payments”), being hereinafter called “Total Payments”) would shall be subject (in whole or part), to any excise tax imposed under Section 4999 of the Code, then, after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in such other plan, arrangement or agreement, the Employee may elect, to the extent consistent with Section 409A, to forego receipt of nontaxable and/or non-deferred amounts or benefits, following which the cash Severance Payments shall then be reduced, and the noncash Severance Payments shall thereafter be reduced, reduced to the extent necessary so that no portion of the Total Payments is thereof shall be subject to the Excise Tax excise tax imposed by Section 4999 of the Code but only if, by reason of such reduction, the net after-tax benefit received by Executive shall exceed the net after-tax benefit received by Executive if no such reduction was made. For purposes of this Section 13, “net after-tax benefit” shall mean (Ai) the net total of all payments and the value of all benefits which Executive receives or is then entitled to receive from the Company that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of such Total Payments, as so reduced (and after subtracting the net amount of all federal, state and local income taxes payable with respect to the foregoing calculated at the maximum marginal income tax rate for each year in which the foregoing shall be paid to Executive (based on the rate in effect for such reduced Total Paymentsyear as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) is greater than or equal to (B) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax excise taxes imposed with respect to the payments and benefits described in (i) above by Section 4999 of the Code. The foregoing determination shall be made by a nationally recognized accounting firm (the “Accounting Firm”) selected by the Company and reasonably acceptable to Executive (which may be, but will not be required to be, the Employee would Company’s independent auditors). The Accounting Firm shall submit its determination and detailed supporting calculations to both Executive and the Company within fifteen (15) days after receipt of a notice from either the Company or Executive that Executive may receive payments which may be “parachute payments.” If the Accounting Firm determines that such reduction is required by this Section 13, Executive, in Executive’s sole and absolute discretion, may determine which Total Payments shall be reduced to the extent necessary so that no portion thereof shall be subject in respect to the excise tax imposed by Section 4999 of the Code, and the Company shall pay such unreduced Total Payments)reduced amount to Executive. If the immediately preceding sentence requires Accounting Firm determines that no reduction is necessary under this Section 13, it will, at the reduction same time as it makes such determination, furnish Executive and the Company an opinion that Executive shall not be liable for any excise tax under Section 4999 of the noncash Severance Payments not Code. Executive and the Company shall each provide the Accounting Firm access to and copies of any books, records, and documents in the possession of Executive or the Company, as the case may be, reasonably requested by the Accounting Firm, and otherwise foregone, cooperate with the order Accounting Firm in which they connection with the preparation and issuance of the determinations and calculations contemplated by this Section 13. The fees and expenses of the Accounting Firm for its services in connection with the determinations and calculations contemplated by this Section 13 shall be reduced borne by the Company. If this Letter Agreement sets forth our agreement on the subject matter hereof, kindly sign and return to us the enclosed copy of this letter which will then constitute our legally binding agreement on this subject and supersedes any prior discussions or agreements on this subject. Sincerely, Clarient, Inc. By: Xxxxxx X. Xxxxxxx Title: Chief Executive Officer I agree to the terms and conditions of this Letter Agreement Xxxxxxx Land GENERAL RELEASE AND AGREEMENT This GENERAL RELEASE AND AGREEMENT (hereinafter the “Release”) is made and entered into as of this , by and between CLARIENT, INC. (the following: “Company”) and Xxxxxxx Land (i) a reduction in the twenty-four (24) months of life insurance benefits being provided and then (ii) a reduction in the twenty-four (24) months of medical and dental insurance benefits being provided“Employee”).

Limit on Payments by the Company. (a) Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit received or to be received by the Employee Executive in connection with a Change of Control or a Covered Change of Control Termination (as defined in Section 5(c)) (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any Person whose actions result in a Change of Control or any Person affiliated with the Company or such Person such as to require attribution of stock ownership between the parties under Section 318(a) of the Code) (all such payments and benefits, including the severance payments described in Section 5(b4(b) (the “Severance Payments”), being hereinafter called “Total Payments”) would be subject (in whole or part), to any excise tax imposed under Section 4999 of the Code, then, after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in such other plan, arrangement or agreement, the Employee Executive may elect, to the extent consistent with Section 409A, to forego receipt of nontaxable and/or non-deferred amounts or benefits, following which the cash Severance Payments shall then be reduced, and the noncash Severance Payments shall thereafter be reduced, to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax but only if (A) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced Total Payments) is greater than or equal to (B) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax to which the Employee Executive would be subject in respect of such unreduced Total Payments). If the immediately preceding sentence requires the reduction of the noncash Severance Payments not otherwise foregone, the order in which they shall be reduced is the following: (i) a reduction in the twenty-four twelve (2412) months of life insurance benefits being provided and then (ii) a reduction in the twenty-four twelve (2412) months of medical and dental insurance benefits being provided.

Limit on Payments by the Company. (a) Notwithstanding Executive shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any other provisions payment received hereunder, including, without limitation, any excise tax imposed by Section 4999 of this Agreementthe Code; provided, in the event however, that any payment or benefit received or to be received by the Employee Executive in connection with a Change of Control or a Covered Change the termination of Control Termination (as defined in Section 5(c)) Executive’s employment (whether payable pursuant to the terms of this Letter Agreement (“Contract Payments”) or any other plan, arrangement arrangements or agreement with the Company, any Person whose actions result in a Change of Control Company or any Person affiliated affiliate (collectively with the Company or such Person such as to require attribution of stock ownership between Contract Payments, the parties under Section 318(a) of the Code) (all such payments and benefits, including the severance payments described in Section 5(b) (the “Severance Payments”), being hereinafter called “Total Payments”) would shall be subject (in whole or part), to any excise tax imposed under Section 4999 of the Code, then, after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in such other plan, arrangement or agreement, the Employee may elect, to the extent consistent with Section 409A, to forego receipt of nontaxable and/or non-deferred amounts or benefits, following which the cash Severance Payments shall then be reduced, and the noncash Severance Payments shall thereafter be reduced, reduced to the extent necessary so that no portion of the Total Payments is thereof shall be subject to the Excise Tax excise tax imposed by Section 4999 of the Code but only if, by reason of such reduction, the net after-tax benefit received by Executive shall exceed the net after-tax benefit received by Executive if no such reduction was made. For purposes of this Section 13, “net after-tax benefit” shall mean (Ai) the net total of all payments and the value of all benefits which Executive receives or is then entitled to receive from the Company that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of such Total Payments, as so reduced (and after subtracting the net amount of all federal, state and local income taxes payable with respect to the foregoing calculated at the maximum marginal income tax rate for each year in which the foregoing shall be paid to Executive (based on the rate in effect for such reduced Total Paymentsyear as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) is greater than or equal to (B) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax excise taxes imposed with respect to the payments and benefits described in (i) above by Section 4999 of the Code. The foregoing determination shall be made by a nationally recognized accounting firm (the “Accounting Firm”) selected by the Company and reasonably acceptable to Executive (which may be, but will not be required to be, the Employee would Company’s independent auditors). The Accounting Firm shall submit its determination and detailed supporting calculations to both Executive and the Company within fifteen (15) days after receipt of a notice from either the Company or Executive that Executive may receive payments which may be “parachute payments.” If the Accounting Firm determines that such reduction is required by this Section 13, Executive, in Executive’s sole and absolute discretion, may determine which Total Payments shall be reduced to the extent necessary so that no portion thereof shall be subject in respect to the excise tax imposed by Section 4999 of the Code, and the Company shall pay such unreduced Total Payments)reduced amount to Executive. If the immediately preceding sentence requires Accounting Firm determines that no reduction is necessary under this Section 13, it will, at the reduction same time as it makes such determination, furnish Executive and the Company an opinion that Executive shall not be liable for any excise tax under Section 4999 of the noncash Severance Payments not Code. Executive and the Company shall each provide the Accounting Firm access to and copies of any books, records, and documents in the possession of Executive or the Company, as the case may be, reasonably requested by the Accounting Firm, and otherwise foregonecooperate with the Accounting Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 13. The fees and expenses of the Accounting Firm for its services in connection with the determinations and calculations contemplated by this Section 13 shall be borne by the Company. If this Letter Agreement sets forth our agreement on the subject matter hereof, kindly sign and return to us the enclosed copy of this letter which will then constitute our legally binding agreement on this subject and supersedes any prior discussions or agreements on this subject, including without limitation, that certain Services Agreement, dated October 1, 2007 between Executive, the order in which they Company and Safeguard Scientifics, Inc. (the “Prior Agreement”), and the parties hereto expressly acknowledge and agree that nothing herein shall violate or be reduced is construed as a violation of any provision of the followingPrior Agreement, including without limitation, Section 7(b) thereof. Sincerely, Clarient, Inc. /s/ Xxxxxx Xxxxxxx By: (i) a reduction in Xxxxxx Xxxxxxx Title: CEO I agree to the twenty-four (24) months terms and conditions of life insurance benefits being provided and then (ii) a reduction in the twenty-four (24) months of medical and dental insurance benefits being provided.this Letter Agreement /s/ Xxxxxxx Xxxxxxx Xxxxxxx Xxxxxxx

Limit on Payments by the Company. (a) Notwithstanding Executive shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any other provisions payment received hereunder, including, without limitation, any excise tax imposed by Section 4999 of this Agreementthe Code; provided, in the event however, that any payment or benefit received or to be received by the Employee Executive in connection with a Change of Control or a Covered Change the termination of Control Termination (as defined in Section 5(c)) Executive’s employment (whether payable pursuant to the terms of this Letter Agreement (“Contract Payments”) or any other plan, arrangement arrangements or agreement with the Company, any Person whose actions result in a Change of Control Company or any Person affiliated affiliate (collectively with the Company or such Person such as to require attribution of stock ownership between Contract Payments, the parties under Section 318(a) of the Code) (all such payments and benefits, including the severance payments described in Section 5(b) (the “Severance Payments”), being hereinafter called “Total Payments”) would shall be subject (in whole or part), to any excise tax imposed under Section 4999 of the Code, then, after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in such other plan, arrangement or agreement, the Employee may elect, to the extent consistent with Section 409A, to forego receipt of nontaxable and/or non-deferred amounts or benefits, following which the cash Severance Payments shall then be reduced, and the noncash Severance Payments shall thereafter be reduced, reduced to the extent necessary so that no portion of the Total Payments is thereof shall be subject to the Excise Tax excise tax imposed by Section 4999 of the Code but only if, by reason of such reduction, the net after-tax benefit received by Executive shall exceed the net after-tax benefit received by Executive if no such reduction was made. For purposes of this Section 13, “net after-tax benefit” shall mean (Ai) the net total of all payments and the value of all benefits which Executive receives or is then entitled to receive from the Company that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of such Total Payments, as so reduced (and after subtracting the net amount of all federal, state and local income taxes payable with respect to the foregoing calculated at the maximum marginal income tax rate for each year in which the foregoing shall be paid to Executive (based on the rate in effect for such reduced Total Paymentsyear as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) is greater than or equal to (B) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax excise taxes imposed with respect to which the Employee would be subject payments and benefits described in respect (i) above by Section 4999 of such unreduced Total Payments)the Code. If such reduction is necessary, reduction shall occur in the immediately preceding sentence requires following order, unless the reduction of the noncash Severance Payments not otherwise foregone, the order Executive elects in which they shall be reduced is the followingwriting a different order: (i) a reduction in the twenty-four (24) months of life insurance benefits being provided and then employee benefits, (ii) a cancellation of accelerated vesting of equity awards, and (iii) reduction of cash payments. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting shall be cancelled in the twenty-four reverse order of the date of grant of the Executive’s equity awards unless the Executive elects in writing a different order for cancellation. The foregoing determination shall be made by a nationally recognized accounting firm (24the “Accounting Firm”) months selected by the Company and reasonably acceptable to Executive (which may be, but will not be required to be, the Company’s independent auditors). The Accounting Firm shall submit its determination and detailed supporting calculations to both Executive and the Company within fifteen (15) days after receipt of medical a notice from either the Company or Executive that Executive may receive payments which may be “parachute payments.” If the Accounting Firm determines that such reduction is required by this Section 13, Executive, in Executive’s sole and dental insurance benefits being provided.absolute discretion, may determine which Total Payments shall be reduced to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code, and the Company shall pay such reduced amount to Executive. If the Accounting Firm determines that no reduction is necessary under this Section 13, it will, at the same time as it makes such determination, furnish Executive and the Company an opinion that Executive shall not be liable for any excise tax under Section 4999 of the Code. Executive and the Company shall each provide the Accounting Firm access to and copies of any books, records, and documents in the possession of Executive or the Company, as the case may be, reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 13. The fees and expenses of the Accounting Firm for its services in connection with the determinations and calculations contemplated by this Section 13 shall be borne by the Company. If this Letter Agreement sets forth our agreement on the subject matter hereof, kindly sign and return to us the enclosed copy of this letter which will then constitute our legally binding agreement on this subject and supersedes any prior discussions or agreements on this subject. Sincerely, Clarient, Inc. /s/ XXXXXX X. XXXXXXX By: Xxxxxx X. Xxxxxxx Title: Chief Executive Officer I agree to the terms and conditions of this Letter Agreement /s/ XXXXXXX X. XXXXXXXXX Xxxxxxx X. Xxxxxxxxx