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

Limit on Payments by the Company. (a) The provisions of this Section 6 shall apply notwithstanding anything in this Agreement or any other agreement to the contrary. In the event that it shall be determined that any payment or distribution by the Company to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a "Payment"), would constitute an "excess parachute payment" within the meaning of Section 280G of the Code, Company will apply a limitation on the Payment amount as set forth below (a "Parachute Cap") as follows: The aggregate present value of the Payments under Section 2(b) of this Agreement ("Agreement Payments") shall be reduced (but not below zero) to the Reduced Amount; provided, however, that any such reduction shall be applied to Agreement Payments that do not constitute deferred compensation and are exempt or otherwise excepted from coverage under Section 409A (but excluding stock options or other stock rights). The "Reduced Amount" shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be subject to the limitation of deduction under Section 280G of the Code. For purposes of this Section 6, "present value" shall be determined in accordance with Section 280G(d)(4) of the Code. (b) Except as set forth in the next 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-competition covenant under Section 10(a) of this Agreement shall be determined by independent appraisal by a nationally-recognized business valuation firm acceptable to both the Executive and the Company, and a portion of the Agreement Payments shall, to the extent of that appraised value, be specifically allocated as reasonable compensation for such non-competition covenant and shall not be treated as a parachute payment. Any such determination by the Accounting Firm shall be binding upon the Company and the Executive. (c) All of the fees and expenses of the Accounting Firm in performing the determinations referred to in this Section 6 shall be borne solely by the Company.

Limit on Payments by the Company. (a) The provisions Notwithstanding any other provision of this Section 6 shall apply notwithstanding anything in this Agreement or any other agreement to the contrary. In , in the event that it shall be determined that any payment or distribution by in the Company nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a "Payment"the “Payments”), would constitute an "“excess parachute payment" ” within the meaning of Section 280G of the Code, the Company will apply a limitation on shall reduce (but not below zero) the Payment amount as set forth below (a "Parachute Cap") as follows: The aggregate present value of the Payments under Section 2(b) of the Agreement to the Reduced Amount (as defined below), if reducing the Payments under this Agreement ("Agreement Payments") will provide the Executive with a greater net after-tax amount than would be the case if no such reduction was made. The Payments shall be reduced as described in the preceding sentence only if (i) the net amount of the Payments, as so reduced (and after subtracting the net amount of federal, state and local income and payroll taxes on the reduced Payments), is greater than or equal to (ii) the net amount of the Payments without such reduction (but not below zero) after subtracting the net amount of federal, state and local income and payroll taxes on the Payments and the amount of excise tax to which the Executive would be subject with respect to the Reduced Amount; providedunreduced Payments). Only amounts payable under this Agreement shall be reduced pursuant to this Section 6, however, that and any such reduction shall be applied to Agreement Payments that do not constitute deferred compensation and are exempt or otherwise excepted from coverage under made in accordance with Section 409A (but excluding stock options or other stock rights). The "Reduced Amount" shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be subject to the limitation of deduction under Section 280G of the Code. For purposes of this Section 6, "present value" shall be determined in accordance with Section 280G(d)(4) of the Code. (b) Except as set forth in the next 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 ("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 DateDate of Termination. The value of the Executive's non-competition covenant under Section 10(a) 9.16 of this Agreement shall be determined by independent appraisal by a nationally-recognized business valuation firm acceptable to both the Executive and the Company, and a portion of the Agreement Payments shall, to the extent of that appraised value, be specifically allocated as reasonable compensation for such non-competition covenant and shall not be treated as a parachute payment. Any such determination by the Accounting Firm shall be binding upon the Company and the Executive. (c) All of the fees and expenses of the Accounting Firm in performing the determinations referred to in this Section 6 shall be borne solely by the Company.

Limit on Payments by the Company. (a) The provisions Notwithstanding any other provision of this Section 6 shall apply notwithstanding anything in this Agreement or any other agreement to the contrary. In , in the event that it shall be determined that any payment or distribution by in the Company nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a "Payment"the “Payments”), would constitute an "“excess parachute payment" ” within the meaning of Section 280G of the Code, the Company will apply a limitation on shall reduce (but not below zero) the Payment amount as set forth below (a "Parachute Cap") as follows: The aggregate present value of the Payments under Section 2(b) of the Agreement to the Reduced Amount (as defined below), if reducing the Payments under this Agreement ("Agreement Payments") will provide the Executive with a greater net after-tax amount than would be the case if no such reduction was made. The Payments shall be reduced as described in the preceding sentence only if (i) the net amount of the Payments, as so reduced (and after subtracting the net amount of federal, state and local income and payroll taxes on the reduced Payments), is greater than or equal to (ii) the net amount of the Payments without such reduction (but not below zero) after subtracting the net amount of federal, state and local income and payroll taxes on the Payments and the amount of excise tax to which the Executive would be subject with respect to the Reduced Amount; providedunreduced Payments). Only amounts payable under this Agreement shall be reduced pursuant to this Section 6, however, that and any such reduction shall be applied to Agreement Payments that do not constitute deferred compensation and are exempt or otherwise excepted from coverage under made in accordance with Section 409A (but excluding stock options or other stock rights). The "Reduced Amount" shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be subject to the limitation of deduction under Section 280G of the Code. For purposes of this Section 6, "present value" shall be determined in accordance with Section 280G(d)(4) of the Code. (b) Except as set forth in the next 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 ("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’s Date of Termination. The value of the Executive's ’s non-competition covenant under Section 10(a) 9.16 of this Agreement shall be determined by independent appraisal by a nationally-recognized business valuation firm acceptable to both the Executive and the Company, and a portion of the Agreement Payments shall, to the extent of that appraised value, be specifically allocated as reasonable compensation for such non-competition covenant and shall not be treated as a parachute payment. Any such determination by the Accounting Firm shall be binding upon the Company and the Executive. (c) All of the fees and expenses of the Accounting Firm in performing the determinations referred to in this Section 6 shall be borne solely by the Company.

Limit on Payments by the Company. (a) The provisions Executive shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any payment received hereunder, including, without limitation, any excise tax imposed by Section 4999 of this Section 6 shall apply notwithstanding anything in this Agreement or any other agreement to the contrary. In the event that it shall be determined Code; provided, however, that any payment or distribution benefit received or to be received by Executive in connection with a Change of Control or the Company to or for the benefit termination of the Executive, ’s employment (whether paid or payable or distributed or distributable pursuant to the terms of this Letter Agreement (“Contract Payments”) or otherwise any other plan, arrangements or agreement with the Company or any affiliate (a "Payment")collectively with the Contract Payments, the “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 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 (i) the 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 an "excess “parachute payment" payments” within the meaning of Section 280G of the Code, Company will apply a limitation less (ii) the 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 Payment amount as set forth below (a "Parachute Cap") as follows: The aggregate present value of the Payments under Section 2(b) of this Agreement ("Agreement Payments") shall be reduced (but not below zero) to the Reduced Amount; provided, however, that any rate in effect for such reduction shall be applied to Agreement Payments that do not constitute deferred compensation and are exempt or otherwise excepted from coverage under Section 409A (but excluding stock options or other stock rights). The "Reduced Amount" shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be subject to the limitation of deduction under Section 280G of the Code. For purposes of this Section 6, "present value" shall be determined in accordance with Section 280G(d)(4) of the Code. (b) Except year as set forth in the next sentenceCode as in effect at the time of the first payment of the foregoing), all determinations less (iii) the amount of excise taxes imposed with respect to be made under this the payments and benefits described in (i) above by Section 6 4999 of the Code. The foregoing determination shall be made by the a nationally recognized independent public accounting firm used (the “Accounting Firm”) selected by the Company immediately prior and reasonably acceptable to Executive (which may be, but will not be required to be, the Change in Control ("Accounting Firm"Company’s independent auditors), which . The Accounting Firm shall provide submit its determinations determination and any detailed 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-competition covenant under Section 10(a) of this Agreement shall be determined by independent appraisal by a nationally-recognized business valuation firm acceptable to both the Executive and the CompanyCompany 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 a portion of the Agreement absolute discretion, may determine which Total Payments shall, 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 appraised valueno reduction is necessary under this Section 13, be specifically allocated it will, at the same time as reasonable compensation for it makes such non-competition covenant determination, furnish Executive and the Company an opinion that Executive shall not be treated 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 a parachute payment. Any such determination the case may be, reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm shall be binding upon in connection with the Company preparation and the Executive. (c) All issuance of the determinations and calculations contemplated by this Section 13. The fees and expenses of the Accounting Firm for its services in performing connection with the determinations referred to in and calculations contemplated by this Section 6 13 shall be borne solely 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. 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 “Company”) and (“Executive”).

Limit on Payments by the Company. (a) The provisions Executive shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any payment received hereunder, including, without limitation, any excise tax imposed by Section 4999 of this Section 6 shall apply notwithstanding anything in this Agreement or any other agreement to the contrary. In the event that it shall be determined Code; provided, however, that any payment or distribution benefit received or to be received by Executive in connection with a Change of Control or the Company to or for the benefit termination of the Executive, ’s employment (whether paid or payable or distributed or distributable pursuant to the terms of this Letter Agreement (“Contract Payments”) or otherwise any other plan, arrangements or agreement with the Company or any affiliate (a "Payment")collectively with the Contract Payments, the “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 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 (i) the 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 an "excess “parachute payment" payments” within the meaning of Section 280G of the Code, Company will apply a limitation less (ii) the 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 Payment amount as set forth below (a "Parachute Cap") as follows: The aggregate present value of the Payments under Section 2(b) of this Agreement ("Agreement Payments") shall be reduced (but not below zero) to the Reduced Amount; provided, however, that any rate in effect for such reduction shall be applied to Agreement Payments that do not constitute deferred compensation and are exempt or otherwise excepted from coverage under Section 409A (but excluding stock options or other stock rights). The "Reduced Amount" shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be subject to the limitation of deduction under Section 280G of the Code. For purposes of this Section 6, "present value" shall be determined in accordance with Section 280G(d)(4) of the Code. (b) Except year as set forth in the next sentenceCode as in effect at the time of the first payment of the foregoing), all determinations less (iii) the amount of excise taxes imposed with respect to be made under this the payments and benefits described in (i) above by Section 6 4999 of the Code. The foregoing determination shall be made by the a nationally recognized independent public accounting firm used (the “Accounting Firm”) selected by the Company immediately prior and reasonably acceptable to Executive (which may be, but will not be required to be, the Change in Control ("Accounting Firm"Company’s independent auditors), which . The Accounting Firm shall provide submit its determinations determination and any detailed 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-competition covenant under Section 10(a) of this Agreement shall be determined by independent appraisal by a nationally-recognized business valuation firm acceptable to both the Executive and the CompanyCompany 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 a portion of the Agreement absolute discretion, may determine which Total Payments shall, 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 appraised valueno reduction is necessary under this Section 13, be specifically allocated it will, at the same time as reasonable compensation for it makes such non-competition covenant determination, furnish Executive and the Company an opinion that Executive shall not be treated 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 a parachute payment. Any such determination the case may be, reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm shall be binding upon in connection with the Company preparation and the Executive. (c) All issuance of the determinations and calculations contemplated by this Section 13. The fees and expenses of the Accounting Firm for its services in performing connection with the determinations referred to in and calculations contemplated by this Section 6 13 shall be borne solely 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 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 “Company”) and (“Executive”).

Limit on Payments by the Company. (a) The provisions Executive shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any payment received hereunder, including, without limitation, any excise tax imposed by Section 4999 of this Section 6 shall apply notwithstanding anything in this Agreement or any other agreement to the contrary. In the event that it shall be determined Code; provided, however, that any payment or distribution benefit received or to be received by Executive in connection with a Change of Control or the Company to or for the benefit termination of the Executive, ’s employment (whether paid or payable or distributed or distributable pursuant to the terms of this Letter Agreement (“Contract Payments”) or otherwise any other plan, arrangements or agreement with the Company or any affiliate (a "Payment")collectively with the Contract Payments, the “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 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 (i) the 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 an "excess “parachute payment" payments” within the meaning of Section 280G of the Code, Company will apply a limitation less (ii) the 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 Payment amount as set forth below (a "Parachute Cap") as follows: The aggregate present value of the Payments under Section 2(b) of this Agreement ("Agreement Payments") shall be reduced (but not below zero) to the Reduced Amount; provided, however, that any rate in effect for such reduction shall be applied to Agreement Payments that do not constitute deferred compensation and are exempt or otherwise excepted from coverage under Section 409A (but excluding stock options or other stock rights). The "Reduced Amount" shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be subject to the limitation of deduction under Section 280G of the Code. For purposes of this Section 6, "present value" shall be determined in accordance with Section 280G(d)(4) of the Code. (b) Except year as set forth in the next sentenceCode as in effect at the time of the first payment of the foregoing), all determinations less (iii) the amount of excise taxes imposed with respect to be made under this the payments and benefits described in (i) above by Section 6 4999 of the Code. The foregoing determination shall be made by the a nationally recognized independent public accounting firm used (the “Accounting Firm”) selected by the Company immediately prior and reasonably acceptable to Executive (which may be, but will not be required to be, the Change in Control ("Accounting Firm"Company’s independent auditors), which . The Accounting Firm shall provide submit its determinations determination and any detailed 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-competition covenant under Section 10(a) of this Agreement shall be determined by independent appraisal by a nationally-recognized business valuation firm acceptable to both the Executive and the CompanyCompany 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 a portion of the Agreement absolute discretion, may determine which Total Payments shall, 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 appraised valueno reduction is necessary under this Section 13, be specifically allocated it will, at the same time as reasonable compensation for it makes such non-competition covenant determination, furnish Executive and the Company an opinion that Executive shall not be treated 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 a parachute payment. Any such determination the case may be, reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm shall be binding upon in connection with the Company preparation and the Executive. (c) All issuance of the determinations and calculations contemplated by this Section 13. The fees and expenses of the Accounting Firm for its services in performing connection with the determinations referred to in and calculations contemplated by this Section 6 13 shall be borne solely by the Company.

Limit on Payments by the Company. (a) The provisions Notwithstanding any other provision of this Section 6 shall apply notwithstanding anything in this Agreement or any other agreement to the contrary. In , in the event that it shall be determined that any payment or distribution by in the Company nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a "Payment"the “Payments”), would constitute an "“excess parachute payment" ” within the meaning of Section 280G of the Code, the Company will apply a limitation on shall reduce (but not below zero) the Payment amount as set forth below (a "Parachute Cap") as follows: The aggregate present value of the Payments under Section 2(b) of the Agreement to the Reduced Amount (as defined below), if reducing the Payments under this Agreement ("Agreement Payments") will provide the Executive with a greater net after-tax amount than would be the case if no such reduction was made. The Payments shall be reduced as described in the preceding sentence only if (i) the net amount of the Payments, as so reduced (and after subtracting the net amount of federal, state and local income and payroll taxes on the reduced Payments), is greater than or equal to (ii) the net amount of the Payments without such reduction (but not below zeroafter subtracting the net amount of federal, state and local income and payroll taxes on the Payments and the amount of Excise Tax (as defined below) to which the Reduced Amount; provided, however, that any such reduction Executive would be subject with respect to the unreduced Payments). Only amounts payable under this Agreement shall be applied reduced pursuant to Agreement Payments that do not constitute deferred compensation and are exempt or otherwise excepted from coverage under Section 409A (but excluding stock options or other stock rights). The "Reduced Amount" shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be subject to the limitation of deduction under Section 280G of the Code. For purposes of this Section 6, "present value" and any reduction shall be determined made in accordance with Section 280G(d)(4) 409A of the Code. (b) Code Except as set forth in the next 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 ’s Termination Date. The value of the Executive's ’s non-competition covenant under Section 10(a) of this Agreement shall be determined by independent appraisal by a nationally-recognized business valuation firm acceptable to both the Executive and the Company, and a portion of the Agreement Payments shall, to the extent of that appraised value, be specifically allocated as reasonable compensation for such non-competition covenant and shall not be treated as a parachute payment. Any such determination by the Accounting Firm shall be binding upon the Company and the Executive. (cb) All of the fees and expenses of the Accounting Firm in performing the determinations referred to in this Section 6 shall be borne solely by the Company.

Limit on Payments by the Company. (a) The provisions of this Section 6 shall apply notwithstanding anything in this Agreement or any other agreement to the contrary. In the event that it shall be determined that any payment or distribution by the Company to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a "“Payment"”), would constitute an "“excess parachute payment" ” within the meaning of Section 280G of the Code, Company will apply a limitation on the Payment amount as set forth below (a "“Parachute Cap"”) as follows: The aggregate present value of the Payments under Section 2(b) of this Agreement ("“Agreement Payments"”) shall be reduced (but not below zero) to the Reduced Amount; provided, however, that any such reduction shall be applied to Agreement Payments that do not constitute deferred compensation and are exempt or otherwise excepted from coverage under Section 409A (but excluding stock options or other stock rights). The "“Reduced Amount" ” shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be subject to the limitation of deduction under Section 280G of the Code. For purposes of this Section 6, "“present value" ” shall be determined in accordance with Section 280G(d)(4) of the Code. (b) Except as set forth in the next 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 ’s Termination Date. The value of the Executive's ’s non-competition covenant under Section 10(a) of this Agreement shall be determined by independent appraisal by a nationally-recognized business valuation firm acceptable to both the Executive and the Company, and a portion of the Agreement Payments shall, to the extent of that appraised value, be specifically allocated as reasonable compensation for such non-competition covenant and shall not be treated as a parachute payment. Any such determination by the Accounting Firm shall be binding upon the Company and the Executive. (c) All of the fees and expenses of the Accounting Firm in performing the determinations referred to in this Section 6 shall be borne solely by the Company.

Limit on Payments by the Company. (a) The provisions Executive shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any payment received hereunder, including, without limitation, any excise tax imposed by Section 4999 of this Section 6 shall apply notwithstanding anything in this Agreement or any other agreement to the contrary. In the event that it shall be determined Code; provided, however, that any payment or distribution benefit received or to be received by Executive in connection with a Change of Control or the Company to or for the benefit termination of the Executive, ’s employment (whether paid or payable or distributed or distributable pursuant to the terms of this Letter Agreement (“Contract Payments”) or otherwise any other plan, arrangements or agreement with the Company or any affiliate (a "Payment")collectively with the Contract Payments, the “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 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 (i) the 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 an "excess “parachute payment" payments” within the meaning of Section 280G of the Code, Company will apply a limitation less (ii) the 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 Payment amount as set forth below (a "Parachute Cap") as follows: The aggregate present value of the Payments under Section 2(b) of this Agreement ("Agreement Payments") shall be reduced (but not below zero) to the Reduced Amount; provided, however, that any rate in effect for such reduction shall be applied to Agreement Payments that do not constitute deferred compensation and are exempt or otherwise excepted from coverage under Section 409A (but excluding stock options or other stock rights). The "Reduced Amount" shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be subject to the limitation of deduction under Section 280G of the Code. For purposes of this Section 6, "present value" shall be determined in accordance with Section 280G(d)(4) of the Code. (b) Except year as set forth in the next sentenceCode as in effect at the time of the first payment of the foregoing), all determinations less (iii) the amount of excise taxes imposed with respect to be made under this the payments and benefits described in (i) above by Section 6 4999 of the Code. The foregoing determination shall be made by the a nationally recognized independent public accounting firm used (the “Accounting Firm”) selected by the Company immediately prior and reasonably acceptable to Executive (which may be, but will not be required to be, the Change in Control ("Accounting Firm"Company’s independent auditors), which . The Accounting Firm shall provide submit its determinations determination and any detailed 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-competition covenant under Section 10(a) of this Agreement shall be determined by independent appraisal by a nationally-recognized business valuation firm acceptable to both the Executive and the CompanyCompany 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 a portion of the Agreement absolute discretion, may determine which Total Payments shall, 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 appraised valueno reduction is necessary under this Section 13, be specifically allocated it will, at the same time as reasonable compensation for it makes such non-competition covenant determination, furnish Executive and the Company an opinion that Executive shall not be treated 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 a parachute payment. Any such determination the case may be, reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm shall be binding upon in connection with the Company preparation and the Executive. (c) All issuance of the determinations and calculations contemplated by this Section 13. The fees and expenses of the Accounting Firm for its services in performing connection with the determinations referred to in and calculations contemplated by this Section 6 13 shall be borne solely 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 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 “Company”) and (“Executive”).

Limit on Payments by the Company. (a) The provisions of this Section 6 shall apply notwithstanding anything 5.1. Anything in this Agreement or any other agreement to the contrary. In contrary notwithstanding, in the event that it shall be determined that any payment or distribution by the Company to or for the benefit of the Executive, Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a "Payment"), otherwise) would constitute an "excess parachute payment" within be subject to the meaning of excise tax imposed by Section 280G 4999 of the Code, Company will apply a limitation on then the Payment amount as set forth below (a "Parachute Cap") as follows: The aggregate present value of the Payments Severance Amount under Section 2(b) of this Agreement ("Agreement Payments"4.1(b) shall be reduced (but not below zero) to the Reduced Amount; providedextent necessary so that no such payments are subject to such excise tax. Any payments made pursuant to the "Confidential Information and Non-Competition Agreement" between the Company and the Executive, howeverdated August 11, that any such reduction 2000 shall be applied to Agreement Payments that do not constitute deferred compensation and are exempt or otherwise excepted from coverage under Section 409A (but excluding stock options or other stock rights). The "Reduced Amount" shall be an amount expressed disregarded in present value which maximizes making the aggregate present value of Agreement Payments without causing any Payment to be subject to determination described in the limitation of deduction under Section 280G of the Code. For purposes of this Section 6, "present value" shall be determined in accordance with Section 280G(d)(4) of the Codeimmediately preceding sentence. (b) Except as set forth in the next sentence, all 5.2. All determinations required to be made under this Section 6 5.1 and the assumptions to be utilized in arriving at such determinations, shall be made by the nationally recognized independent Company's certified 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 detailed supporting calculations both to the Company and the Executive within ten (10) 10 business days of the Executive's Termination Date. The value receipt of notice from the Executive or the Company that there will be a payment potentially subject to the excise tax imposed by Section 4999 of the Executive's non-competition covenant under Section 10(a) Code, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint another nationally recognized certified public accounting firm reasonably acceptable to Executive to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of this Agreement the Accounting Firm shall be determined borne solely by independent appraisal by a nationally-recognized business valuation firm acceptable to both the Executive and the Company, and a portion of the Agreement Payments shall, to the extent of that appraised value, be specifically allocated as reasonable compensation for such non-competition covenant and shall not be treated as a parachute payment. Any such determination by the Accounting Firm shall be binding upon the Company and the Executive. (c) All 5.3. The Company shall have no obligation to reimburse Executive for any excise taxes Executive incurs under Section 4999 of the fees and expenses Code based on payments made under this Agreement or otherwise. Further, the Company shall have no obligation to assist Executive in any governmental investigation, audit, proceeding or litigation related to excise taxes potentially owed by Executive under Section 4999 of the Accounting Firm in performing the determinations referred to in this Section 6 shall be borne solely by the CompanyCode.

Limit on Payments by the Company. (a) The provisions Executive shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any payment received hereunder, including, without limitation, any excise tax imposed by Section 4999 of this Section 6 shall apply notwithstanding anything in this Agreement or any other agreement to the contrary. In the event that it shall be determined Code; provided, however, that any payment or distribution benefit received or to be received by Executive in connection with a Change of Control or the Company to or for the benefit termination of the Executive, ’s employment (whether paid or payable or distributed or distributable pursuant to the terms of this Letter Agreement (“Contract Payments”) or otherwise any other plan, arrangements or agreement with the Company or any affiliate (a "Payment")collectively with the Contract Payments, the “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 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 (i) the 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 an "excess “parachute payment" payments” within the meaning of Section 280G of the Code, Company will apply a limitation less (ii) the 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 Payment amount as set forth below (a "Parachute Cap") as follows: The aggregate present value of the Payments under Section 2(b) of this Agreement ("Agreement Payments") shall be reduced (but not below zero) to the Reduced Amount; provided, however, that any rate in effect for such reduction shall be applied to Agreement Payments that do not constitute deferred compensation and are exempt or otherwise excepted from coverage under Section 409A (but excluding stock options or other stock rights). The "Reduced Amount" shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be subject to the limitation of deduction under Section 280G of the Code. For purposes of this Section 6, "present value" shall be determined in accordance with Section 280G(d)(4) of the Code. (b) Except year as set forth in the next sentenceCode as in effect at the time of the first payment of the foregoing), all determinations less (iii) the amount of excise taxes imposed with respect to be made under this the payments and benefits described in (i) above by Section 6 4999 of the Code. The foregoing determination shall be made by the a nationally recognized independent public accounting firm used (the “Accounting Firm”) selected by the Company immediately prior and reasonably acceptable to Executive (which may be, but will not be required to be, the Change in Control ("Accounting Firm"Company’s independent auditors), which . The Accounting Firm shall provide submit its determinations determination and any detailed 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-competition covenant under Section 10(a) of this Agreement shall be determined by independent appraisal by a nationally-recognized business valuation firm acceptable to both the Executive and the CompanyCompany 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 a portion of the Agreement absolute discretion, may determine which Total Payments shall, 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 appraised valueno reduction is necessary under this Section 13, be specifically allocated it will, at the same time as reasonable compensation for it makes such non-competition covenant determination, furnish Executive and the Company an opinion that Executive shall not be treated 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 a parachute payment. Any such determination the case may be, reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm shall be binding upon in connection with the Company preparation and the Executive. (c) All issuance of the determinations and calculations contemplated by this Section 13. The fees and expenses of the Accounting Firm for its services in performing connection with the determinations referred to in and calculations contemplated by this Section 6 13 shall be borne solely 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 This GENERAL RELEASE AND AGREEMENT (hereinafter the “Release”) is made and entered into as of this , by and between CLARIENT, INC. (the “Company”) and Xxxxxxx Land (“Employee”).

Limit on Payments by the Company. (a) The provisions Executive shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any payment received hereunder, including, without limitation, any excise tax imposed by Section 4999 of this Section 6 shall apply notwithstanding anything in this Agreement or any other agreement to the contrary. In the event that it shall be determined Code; provided, however, that any payment or distribution benefit received or to be received by Executive in connection with a Change of Control or the Company to or for the benefit termination of the Executive, ’s employment (whether paid or payable or distributed or distributable pursuant to the terms of this Letter Agreement (“Contract Payments”) or otherwise any other plan, arrangements or agreement with the Company or any affiliate (a "Payment")collectively with the Contract Payments, the “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 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 (i) the 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 an "excess “parachute payment" payments” within the meaning of Section 280G of the Code, Company will apply a limitation less (ii) the 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 Payment amount as set forth below (a "Parachute Cap") as follows: The aggregate present value of the Payments under Section 2(b) of this Agreement ("Agreement Payments") shall be reduced (but not below zero) to the Reduced Amount; provided, however, that any rate in effect for such reduction shall be applied to Agreement Payments that do not constitute deferred compensation and are exempt or otherwise excepted from coverage under Section 409A (but excluding stock options or other stock rights). The "Reduced Amount" shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be subject to the limitation of deduction under Section 280G of the Code. For purposes of this Section 6, "present value" shall be determined in accordance with Section 280G(d)(4) of the Code. (b) Except year as set forth in the next sentenceCode as in effect at the time of the first payment of the foregoing), all determinations less (iii) the amount of excise taxes imposed with respect to be made under this the payments and benefits described in (i) above by Section 6 4999 of the Code. The foregoing determination shall be made by the a nationally recognized independent public accounting firm used (the “Accounting Firm”) selected by the Company immediately prior and reasonably acceptable to Executive (which may be, but will not be required to be, the Change in Control ("Accounting Firm"Company’s independent auditors), which . The Accounting Firm shall provide submit its determinations determination and any detailed 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-competition covenant under Section 10(a) of this Agreement shall be determined by independent appraisal by a nationally-recognized business valuation firm acceptable to both the Executive and the CompanyCompany 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 a portion of the Agreement absolute discretion, may determine which Total Payments shall, shall be reduced to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of that appraised valuethe Code, be specifically allocated as reasonable compensation for and the Company shall pay such non-competition covenant and shall not be treated as a parachute paymentreduced amount to Executive. Any such determination by If the Accounting Firm shall be binding upon the Company and the Executive. (c) All of the fees and expenses of the Accounting Firm in performing the determinations referred to in determines that no reduction is necessary under this Section 6 shall be borne solely by the Company.13, it will, at the

Limit on Payments by the Company. (a) The provisions Executive shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any payment received hereunder, including, without limitation, any excise tax imposed by Section 4999 of this Section 6 shall apply notwithstanding anything in this Agreement or any other agreement to the contrary. In the event that it shall be determined Code; provided, however, that any payment or distribution benefit received or to be received by Executive in connection with a Change of Control or the Company to or for the benefit termination of the Executive, ’s employment (whether paid or payable or distributed or distributable pursuant to the terms of this Letter Agreement (“Contract Payments”) or otherwise any other plan, arrangements or agreement with the Company or any affiliate (a "Payment")collectively with the Contract Payments, the “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 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 (i) the 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 an "excess “parachute payment" payments” within the meaning of Section 280G of the Code, Company will apply a limitation less (ii) the 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 Payment amount as set forth below (a "Parachute Cap") as follows: The aggregate present value of the Payments under Section 2(b) of this Agreement ("Agreement Payments") shall be reduced (but not below zero) to the Reduced Amount; provided, however, that any rate in effect for such reduction shall be applied to Agreement Payments that do not constitute deferred compensation and are exempt or otherwise excepted from coverage under Section 409A (but excluding stock options or other stock rights). The "Reduced Amount" shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be subject to the limitation of deduction under Section 280G of the Code. For purposes of this Section 6, "present value" shall be determined in accordance with Section 280G(d)(4) of the Code. (b) Except year as set forth in the next sentenceCode as in effect at the time of the first payment of the foregoing), all determinations less (iii) the amount of excise taxes imposed with respect to be made under this the payments and benefits described in (i) above by Section 6 4999 of the Code. The foregoing determination shall be made by the a nationally recognized independent public accounting firm used (the “Accounting Firm”) selected by the Company immediately prior and reasonably acceptable to Executive (which may be, but will not be required to be, the Change in Control ("Accounting Firm"Company’s independent auditors), which . The Accounting Firm shall provide submit its determinations determination and any detailed 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-competition covenant under Section 10(a) of this Agreement shall be determined by independent appraisal by a nationally-recognized business valuation firm acceptable to both the Executive and the CompanyCompany 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 a portion of the Agreement absolute discretion, may determine which Total Payments shall, 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 appraised valueno reduction is necessary under this Section 13, be specifically allocated it will, at the same time as reasonable compensation for it makes such non-competition covenant determination, furnish Executive and the Company an opinion that Executive shall not be treated 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 a parachute payment. Any such determination the case may be, reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm shall be binding upon in connection with the Company preparation and the Executive. (c) All issuance of the determinations and calculations contemplated by this Section 13. The fees and expenses of the Accounting Firm for its services in performing connection with the determinations referred to in and calculations contemplated by this Section 6 13 shall be borne solely 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 Company and Safeguard Scientifics, Inc. (the “Prior Agreement”), and the parties hereto expressly acknowledge and agree that nothing herein shall violate or be 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 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 “Company”) and Xxxx Xxxxxxx (“Employee”).

Limit on Payments by the Company. (a) The provisions of this Section 6 shall apply notwithstanding anything in this Agreement or any other agreement to the contrary. In the event that it shall be determined that any payment or distribution by the Company to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a "“Payment"”), would constitute an "“excess parachute payment" ” within the meaning of Section 280G of the Code, Company will apply a limitation on the Payment amount as set forth below specified in Section 6(b) unless it is determined that the “Net After Tax Benefits” to the Executive would be greater if the limitations of Section 6(b) were not imposed. For purposes of this Section 6, “Net After Tax Benefits” shall mean the present value of the Payments net of all taxes imposed on the Executive with respect thereto, including but not limited to excise taxes imposed under Section 4999 of the Code. (a "Parachute Cap"b) as follows: The aggregate present value of the Payments under Section 2(b) of this Agreement ("“Agreement Payments"”) shall be reduced (but not below zero) to the Reduced Amount; provided, however, that any such reduction shall be applied to Agreement Payments that do not constitute deferred compensation and are exempt or otherwise excepted from coverage under Section 409A (but excluding stock options or other stock rights). The "“Reduced Amount" ” shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be subject to the limitation of deduction under Section 280G of the Code. For purposes of this Section 6, "“present value" ” shall be determined in accordance with Section 280G(d)(4) of the Code. (bc) Except as set forth in the next 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 ’s Termination Date. The value of the Executive's ’s non-competition covenant under Section 10(a) of this Agreement shall be determined by independent appraisal by a nationally-recognized business valuation firm acceptable to both the Executive and the Company, and a portion of the Agreement Payments shall, to the extent of that appraised value, be specifically allocated as reasonable compensation for such non-competition covenant and shall not be treated as a parachute payment. Any such determination by the Accounting Firm shall be binding upon the Company and the Executive. (cd) All of the fees and expenses of the Accounting Firm in performing the determinations referred to in this Section 6 shall be borne solely by the Company.