Aggregate Annual Base Salary Uses in Bonus Clause


Clarient Inc., a Delaware corporation (Clarient), is pleased to enter into this letter agreement (this Letter Agreement) with you (Executive) which will address the terms of Executives employment with Clarient. Clarient considers it essential to its best interests to attract and foster the continuous employment of key management personnel and the arrangements described in this Letter Agreement are intended to address that goal.

Bonus. Executive will be eligible for a performance-based bonus as a participant in the Clarient Management Incentive Plan (the MIP) (target incentives as determined by the Compensation Committee of Clarients Board of Directors) with an annual target payment of 50% of base salary, pro-rated for the number of months of service in any given year. Potential exists to receive as much as twice this figure based on achievement of corporate and personal objectives. Any bonus that becomes payable under this subsection (b) shall be paid in accordance with Clarients standard practices under the MIP, but in no event after the later of (i) the 15th day of the third month following Executives first taxable year in which such bonus is no longer subject to a substantial risk of forfeiture, and (ii) the 15th day of the third month following the first taxable year of Clarient in which such bonus is no longer subject to a substantial risk of forfeiture, as determined in accordance with Section 409A of the Internal Revenue Code of 1986, as amended (the Code) and any Treasury Regulations and other guidance issued thereunder. Notwithstanding anything herein to the contrary, for purposes of calculating any bonus that may become payable to Executive under the MIP in respect of any calendar year during which CPS does not maintain a comparable management incentive plan, Executives base salary shall equal the Aggregate Annual Base Salary. For calendar year 2009, the Aggregate Annual Base Salary shall be $450,000. For purposes of this Letter Agreement, Aggregate Annual Base Salary means the aggregate amount of the base salaries earned by Executive from each of Clarient and CPS in a given calendar year. 4. Change of Control/Equity Grants. If Executive is employed by Clarient immediately prior to the occurrence of a Change of Control (as defined below), then, notwithstanding anything to the contrary contained in the stock option agreements by and between Clarient and Executive identified on Schedule 1 hereto (the Option Agreements), all shares subject to the stock options granted under the Option Agreements shall vest and become exercisable immediately prior to the consummation of such Change of Control. Notwithstanding the foregoing, with respect to the stock option granted to Executive by Clarient on April 3, 2006, the parties agree that 48,000 shares which were covered by such stock option and which were subject to performance vesting conditions, which conditions were not attained, did not vest, and for the avoidance of doubt, such stock option shall not be exercisable with respect to such 48,000 shares and is hereby cancelled with respect thereto; however, this sentence shall have no effect on the 32,000 shares which were covered by such stock option, but which were not subject to performance vesting conditions. Except as expressly provided herein, all terms and conditions of the Option Agreements shall remain in full force and effect. Additional equity grants may be awarded at the discretion of Clarients Board of Directors or Compensation Committee and, if made, will be made in a manner commensurate with equity grants made to other senior executives of Clarient, the terms and conditions of which shall be as determined under Clarients 2007 Incentive Award Plan and by Clarients Board of Directors or Compensation Committee. 5. Fringe Benefits. (a) Executive will be paid a car allowance at the rate of $600 per month, paid on a monthly basis. Without limiting Clarients obligation pursuant to the preceding sentence, in no event shall the monthly allowance be made later than December 31 of the year following the year in which the expense was incurred. The allowance paid to Executive in one year shall not affect the allowance paid to Executive in any subsequent year and shall not be subject to liquidation in favor of any other benefit.