Exhibit
10.1


 


May 28, 2008


 


Mr. Raymond
Land


650
Leslie Lane


Yardley,
Pennsylvania 19067


 


Dear
Ray:


 


Clarient Inc. (the “Company”) is pleased to enter into this letter
agreement (the “Letter Agreement”) with you (the “Executive”) which will
address the terms of Executive’s employment with the Company.  The Company considers it essential to the
best interests of its stockholders to attract and foster the continuous
employment of key management personnel of the Company and the arrangements
described in this Letter Agreement are intended to address that goal.


 


1.                                       Duties.  Commencing on June 5th, 2008 or a date
mutually agreed upon by the Company and Executive (the “Commencement Date”),
Executive will serve as Senior Vice President and Chief Financial Officer of
the Company and will report directly to the Chief Executive Officer of the
Company.


 


2.                                       Term.   Notwithstanding anything to the contrary,
Executive’s employment relationship with the Company is employment “at will”.  As a result, Executive’s employment may be
terminated by the Company or by Executive at any time (subject to the notice
provision below), in each case without any liability or obligation, except as
set forth in this Letter Agreement.  If
Executive terminates his employment, he shall give the Company written notice
of such termination not less than thirty (30) days prior to the effective date
of such termination.  In light of the
severance benefits provided for in Section 6, the Company will have no
obligation to give Executive prior notice of any such termination by the
Company (whether or not such termination is without cause).


 


3.                                       Compensation.


 


(a)                                  Base Salary.  During the term of Executive’s employment,
Executive will receive a base salary of $265,000 per annum, payable in biweekly
increments, subject to annual salary and performance review and potential
salary increase (but not reductions) at the sole discretion of the Company.


 


(b)                                 Bonus.  Executive will be eligible for a
performance-based bonus as a participant in the Company’s Management Incentive
Plan (“MIP”) (target incentives as determined by the Compensation Committee of
the Company’s Board of Directors) with an annual target payment of 60% of base
salary, pro-rated for the number of months of services in any given year.  Potential exists to receive as much as twice
this figure based on achievement of Company and personal objectives.  Any bonus that becomes payable under this
subsection (b) shall be paid in accordance with the Company’s past
practices under the MIP, but in no event after the later of (i) the 15th
day of the third month following Executive’s 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 the Company 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.


 


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4.                                       Option Grant.  The Compensation Committee of the Company’s
Board of Directors has approved a recommendation, to be presented to and
formally approved by the Company’s Board of Directors or Compensation Committee
following the date of this Agreement, that on or as soon as practicable after
the Commencement Date, Executive should be granted a stock option for 500,000
shares of Common Stock of the Company. 
Subject to Executive’s continued employment with the Company through
each such date, the option shall vest as to 25% of the shares on the first
anniversary of the date of grant and the remaining 75% of the shares in equal
monthly installments on each monthly anniversary of the date of grant
thereafter, such that all shares subject to the option shall be vested (subject
to continued employment) as of the fourth anniversary of the date of grant;
provided that if a Change of Control occurs during the term of employment, then
the option shall vest as to all shares that remain unvested immediately prior
to the consummation of such Change of Control. The option will be granted under
the Company’s 2007 Incentive Award Plan (the “Option Plan”) and be subject to
the same terms and conditions as are set forth in the standard form stock
option agreement currently in use under the Option Plan (including such terms
and conditions as are incorporated therein from the Option Plan itself), except
to the extent provided otherwise in this Agreement.  The option will be subject to the approval of
the Board of Directors or Compensation Committee, will have an exercise price
per share equal to the last sale price of the Company’s Common Stock on the
date the option is approved by the Board of Directors or Compensation Committee
and will expire on the tenth anniversary of the date of grant (subject to
earlier termination in accordance with the terms of the Option Plan and
standard form of stock option agreement thereunder).  Additional equity grants may be awarded by
action of the Company’s Board of Directors or a duly authorized committee of
the Board and, if made, will be made in a manner commensurate with senior
executives, the terms and conditions of which shall be as determined under the
Company’s Option Plan and by the Company’s Board of Directors or a duly
authorized committee thereof.


 


5.                                       Fringe Benefits.


 


(a)          Executive will be paid a car allowance at the rate
of $600 per month.


 


(b)         Executive is eligible for group life and accidental
death and dismemberment insurance in an amount equal to one times the Executive’s
annual base salary not to exceed $600,000 (assuming that Executive meets normal
insurability requirements).  If
insurability requirements cannot be met, the maximum amount of group life
insurance benefit is $225,000.  Executive
will be offered the opportunity to purchase voluntary life insurance for
himself and his spouse and children, if applicable; and otherwise be eligible
to participate in all other benefits programs offered generally by the Company
to its other executives, including medical, dental, and vision insurance, short
and long term disability insurance, 401(k) Plan, flexible spending account
(Section 125) plan and employee assistance program.


 


(c)          Executive will also be entitled twenty-five (25)
days of vacation per annum which will accrue at the rate of 7.70 hours per pay
period. However, Executive is permitted to take ten (10) days of his
twenty-five (25) days of vacation during the period from August 18, 2008
to August 29th, 2008. Executive may not accrue more than forty
(40) hours above his eligible vacation allowance per year.  All vacation accrued will carry over year to
year; however, the point at which the total number of vacation hours accrued
exceeds the maximum allowable, no additional accruals will be earned until the
amount is reduced below the maximum.


 


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(d)         The Company agrees to reimburse the Employee up to
Twenty Thousand Dollars ($20,000) of Relocation Expenses (as defined) relating
to his relocation to a rental residence to within thirty (30) miles of the
Company’s location. Such reimbursement shall be upon the presentation of
reasonably detailed invoices for bona fide Relocation Expenses (as defined).
For purposes hereof,  “Relocation Expenses”
shall mean (a) actual transportation costs for moving Employee’s household
goods and cars; and (b) two (2) rental house hunting trips for his
spouse.


 


(e)          Executive may continue to serve as a director of
Anika Therapeutics, Inc. and Mountain View Pharmaceuticals, Inc. so
long as such board service does not interfere with the performance of the
Employee’s duties to the Company. The Employee shall not serve as a director of
any other company without the consent of our Board of Directors.


 


(f)            Executive shall be covered by the Company’s
directors and officers liability insurance policies and indemnification
policies on the same terms and conditions as apply to the Company’s other
senior executives.  This provision shall
survive termination of this Agreement and shall not be covered by the release
contemplated by Section 6(d).


 


(g)         Executive shall receive a monthly housing allowance
and reimbursement for other duplicate expenses (i.e. expenses that are
duplicative of expenses that Executive will continue to incur at his current
residence) of up to an aggregate of $5,000 per month (not to exceed a total
annual expense/allowance, pro rated for partial years, of $60,000) through June 30th,
2009 provided that such allowance shall be “grossed up” as necessary such that,
after payment of all taxes on such allowance (and any taxes payable on any such
gross-up payments), Executive still receives a total allowance of $5,000 per
month (plus the full value of other duplicate expenses within the limits of
this Section 5(e)).  If Executive
remains employed by the Company after June 30th, 2009, then the
Company and Executive shall negotiate in good faith with respect to a
continuation of an appropriate housing allowance or relocation package.


 


(h)         Payment of the monthly allowances described above in
(a) and (g) of this Section 5 shall be paid on a monthly
basis.  Without limiting the Company’s
obligation pursuant to the preceding sentence, in no event shall the monthly
allowances described above in (a) and (g) 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.


 


6.                                       Severance
Payments.   Subject to
the provisions of subsection (d) and Section 11  below
and the other terms and conditions of this Letter Agreement, in the event
Executive has incurred a Separation from Service (within the meaning of Section 409A(a)(2)(A)(i) of
the Code, and Treasury Regulation Section 1.409A-1(h)) (“Separation from
Service”) by reason of a termination of Executive’s employment: (i) by the
Company without “cause,” (ii) by Executive for “good reason” within twelve
months after a Change of Control, or (iii) by Executive as a result of
Executive’s death or disability (any of the foregoing being a “Severance
Termination”), the Company will provide Executive the benefits described in
this Section 6, which shall be the only severance benefits or other
payments with respect to Executive’s employment with the Company to which
Executive shall be entitled.  Without
limiting the generality of the foregoing, these benefits are in lieu of all
salary, bonuses and vacation accruals (except for salary, bonuses and vacation
accruals for periods ending on the date of termination as provided in Section 8
below) and other rights Executive may have against the Company or its
affiliates.


 


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(a)                                  If a Severance
Termination occurs, Executive will receive payment of an amount equal to twelve
(12) months of his base salary in effect at the time of the Severance
Termination.


 


(b)                                 Upon a
Severance Termination, Executive will be able to exercise any options which
have become vested and exercisable on or before the termination date and until
the earlier of (i) the first anniversary of the date of termination or (ii) the
expiration date of the option.


 


(c)                                  Upon a
Severance Termination, Executive will receive continued coverage under the
Company’s medical and health plans in accordance with COBRA rules and
regulations following the termination date (including any period as may be
required by law), provided that coverage will end if Executive obtains
comparable coverage from a subsequent employer or otherwise ceases to be
eligible for COBRA benefits.  If
Executive chooses such continuation health insurance coverage, Executive will
only pay the amount paid by Executive during his employment and the Company
will subsidize the remaining costs which are normally the responsibility of the
former employee for twelve months or until Executive obtains insurance through
another employer, whichever occurs sooner. Thereafter, Executive shall be
solely responsible for paying the premiums for COBRA continuation coverage. If
Executive ceases to be eligible for COBRA because the Company does not pay the
premiums for its existing or group insurance policy or the Company ceases to
have a group healthcare plan, the Company will pay Executive, for any portion
of the period referred to above during which Executive’s COBRA eligibility
ceases for such reasons, the amount of the premium it would have had to pay for
Executive’s coverage under the then existing, or if none, the most recently existing,
healthcare insurance policy.  Executive
should consult with the Company’s Manager of Human Resources concerning the
process for assuming ownership of and continued premium payments for any life
insurance policy.  Executive will be
reimbursed in accordance with Company policies promptly for all of Executive’s
reasonable and necessary business expenses incurred on behalf of the Company
prior to Executive’s termination date. 
Without limiting the Company’s obligation under the preceding sentence,
the reimbursement of any expense under this subsection (c) shall be made
no later than December 31 of the year following the year in which the
expense was incurred.  The amount of
expenses reimbursed in one year shall not affect the amount eligible for reimbursement
in any subsequent year and shall not be subject to liquidation in favor of any
other benefit.


 


(d)                                 All
compensation and benefits described above in (a) through (c) of this Section 6
will be contingent upon (i) Executive’s execution of a release of all
claims against the Company substantially in the form of Exhibit A and
expiration of the seven-day revocation period referred to in the release,
and  (ii) Executive’s not engaging in any Solicitation (as defined in
Section 7 of this Letter Agreement) during the period of his employment by
the Company or the one-year period following Executive’s termination date.


 


(e)                                  Subject to Section 11  below, the Company will pay Executive the amount described
in (a) above in equal bi-weekly installments for a period of twelve (12)
months with the first payment being payable on the date when the seven-day
revocation period referred to below with respect to the release expires.  The Company will prepare the final release
(which will be substantially in the form attached as Exhibit A to this
Letter Agreement) and deliver it to Executive within five business days of
Executive’s termination of employment. 
Executive will have twenty-one (21) days in which to consider the
release although Executive may execute it sooner.  Please note that the release has a revocation
period of seven days.


 


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(f)                                    In this Letter
Agreement, the term “cause” means (a) Executive’s
failure to adhere to any lawful written policy of the Company (unless Executive’s
failure to adhere is at the request of the Board) if Executive has been given a
reasonable opportunity to comply with such policy and cure Executive’s failure
to comply (which reasonable opportunity to cure must be granted for a period of
at least ten days and up to thirty days, if reasonable); (b) Executive’s
appropriation (or attempted appropriation) of a business opportunity of the
Company, including attempting to secure or securing any personal profit in
connection with any transaction entered into on behalf of the Company; (c) Executive’s
misappropriation (or attempted misappropriation) of any of the Company’s funds
or property (including without limitation trade secrets and other intellectual
property); or (d) Executive’s conviction of, or Executive’s entering of a
guilty plea or plea of no contest with respect to, a felony or the equivalent
thereof.  In this Letter Agreement, the
term “good reason” means (i) Executive’s
assignment (without Executive’s consent) to a position, title, responsibilities,
or duties of a materially lesser status or degree of responsibility than the
position, responsibilities, or duties of  Chief
Financial Officer of a comparable publicly-held Company or removal from his
position as an executive officer of the Company, (ii) the relocation of
the Company’s offices at which Executive is principally employed to a location
which is more than thirty miles from the location of the Company’s principal
offices on the date of this Letter Agreement, (iii) the reduction of Executive’s
base salary or bonus opportunity, except pursuant to a reduction which also
applies to the Company’s other senior executives or (iv) the requirement
that Executive report to any officer of the Company other than its Chief
Executive Officer; provided, however, that Executive must have given the
written notice to the Company that Executive believes he has the right to
terminate employment for good reason, within ninety (90) days of the initial
occurrence of such event, and the Company fails to eliminate the good reason
within fifteen (15) days after receipt of the notice.  Further, Executive’s termination of
employment must occur within 2 years from the initial occurrence of an event
that constitutes good reason.


 


(g)                                 In this Letter
Agreement, the term “Change of Control” means (a) the issuance, sale,
transfer or acquisition of shares of capital stock of the Company (including a
transfer as a result of death, disability, operation of law, or otherwise) in a
single transaction or a group of related transactions, as a result of which any
entity, person, or group (other than Safeguard Scientifics, Inc. and/or
its affiliates) acquires the beneficial ownership of newly issued, outstanding
or treasury shares of the capital stock of the Company having 50% or more of
the combined voting power of the Company’s then outstanding securities entitled
to vote for at least a majority of the authorized number of directors of the
Company or (b) any merger, consolidation, sale of all or substantially all
the assets or other comparable transaction as a result of which all or
substantially all of the assets and business of the Company are acquired
directly or indirectly by another entity (except Safeguard Scientifics, Inc.
and/or any of its affiliates).  An “affiliate”
of an entity is an entity controlling, controlled by, or under common control
with the entity specified, directly or indirectly through one or more
intermediaries.  “Group” shall have the
same meaning as in section 13(d) of the Securities Exchange Act of
1934, and “beneficial ownership” shall have the meaning set forth in Rule 13d-3
of the Securities and Exchange Commission adopted under the Securities Exchange
Act of 1934.


 


(h)                                 Executive will
not be required to mitigate the amount of any payment provided for in this
Letter Agreement by seeking other employment or otherwise and Executive shall
be entitled to receive the severance payments provided in this Section 6
without regard to whether Executive obtains other employment or enters into
other service relationships, provided Executive does not violate any of his
obligations under this Section 6.


 


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(i)                                     Executive
acknowledges that the arrangements described in this Letter Agreement will be
the only obligations of the Company or its affiliates in connection with any
determination by the Company to terminate Executive’s employment with the
Company.  This Letter Agreement does not
terminate, alter, or affect Executive’s rights under any plan or program of the
Company in which Executive may participate, except as explicitly set forth
herein.  Executive’s participation in
such plans or programs will be governed by the terms of such plans and
programs.


 


7.                                       Definitions of
Competition and Solicitation.


 


(a) [Intentionally
Deleted].


 


(b)                                 For purposes of
Section 6(d) of this Letter Agreement “Solicitation” shall mean (A) soliciting,
enticing, or inducing any Customer (as defined below) to become a client,
customer, OEM, distributor, or reseller of the laboratory services business of
any other person, firm or corporation with respect to products or services
which are competitive with products or services then sold or under development
by the Company’s reference laboratory services business or to cease doing
business with the Company or authorizing or knowingly approving the taking of
such actions by any other person or (B) soliciting, enticing, or inducing
directly or indirectly, or hiring any person who presently is or at any time
during the term hereof shall be an employee of the Company to become employed
by any other person, firm or corporation or to leave his or her employment with
the Company or authorizing or approving any such action by any other person or
entity.  Providing a reference for an
employee of the Company will not, however, constitute Solicitation if the
employee has decided to leave the employ of the Company, is seeking other
employment, and requests the reference.


 


(c)                                  For purposes of
this Section 7, “Customer” means any person or entity which at the time of
determination, if made prior to termination of employment, or, after
termination of employment, at the time of such termination, shall be, or shall
have been within one year prior to such time, a client, customer, OEM,
distributor, or reseller of the Company.


 


(d)                                 Executive
acknowledges (i) that his experience and capabilities are such that the
conditions in Section 6(d) to his receiving the severance benefits
referred to in Section 6 will not prevent him from obtaining employment or
otherwise earning a living at the same general economic benefit as reasonably
required by him without losing the severance benefits and (ii) that he
has, prior to the execution of this Letter Agreement, reviewed this Letter
Agreement with his legal counsel. 
Executive acknowledges that the provisions contained in this Section 7
and in Section 6(d) are reasonable and necessary to protect the
legitimate business interests of the Company and that the Company would not
have entered into this Letter Agreement in the absence of such provisions.


 


8.                                       Other Payments
in the Event of Termination of Employment.  In the event of termination of Executive’s
employment for any reason, Executive will be entitled to receive upon such
termination payment of all accrued, unpaid salary to the date of termination.  In addition, in the event of termination of
Executive’s employment for any reason other than by the Company for “cause,”
Executive will be entitled to receive upon such termination a “pro rata portion”
of his “bonus for the year of termination” (as those terms are defined
below).  “Pro rata portion” means the
number of days in the calendar year of termination up to and including the date
of termination divided by the total number of days in that full calendar
year.  The “bonus for the year of termination”
means the amount Executive would have been likely to earn if he had been
employed for the full year, as determined in good faith by the Board of
Directors of the Company or a committee thereof.


 


9.                                       Withholding;
Nature of Obligations.  The
Company will withhold applicable taxes and other legally required deductions
from all payments to be made hereunder. 
The Company’s obligations to make payments under this Letter Agreement
are unfunded and unsecured and will be paid out of the general assets of the
Company.


 


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10.                                 Representations and Covenants of Executive. 
Executive represents and warrants to the Company that:  (a) he has full power and authority to
enter into this Letter Agreement and to perform his duties hereunder, (b) the
execution and delivery of this Letter Agreement and the performance of his
duties hereunder shall not result in an actual (as opposed to merely asserted)
breach of, or constitute an actual (as opposed to merely asserted) default
under, any agreement or obligation to which he may be bound or subject,
including without limitation any obligations of confidentiality,
noncompetition, nonsolicitation or use of information, (c) this Letter
Agreement represents a valid, legally binding obligation on him and is
enforceable against him in accordance with its terms except as the
enforceability of this Letter Agreement may be subject to or limited by general
principles of equity and by bankruptcy or other similar laws relating to or
affecting the rights of creditors, (d) to Executive’s knowledge, the
services contemplated by this Letter Agreement do not (i) infringe any
third party’s copyright, patent, trademark, trade secret or other proprietary
right, or (ii) violate any law, statute, ordinance or regulation, and (e) Executive
has resigned from all positions as an employee, officer, director or executive
of prior employers. Executive covenants to the Company that during his
employment with the Company (a) he shall not (i) intentionally use,
in connection with his employment with the Company, any confidential or
proprietary information or materials belonging to any third person or entity,
or (ii) knowingly violate any law, statute, ordinance or regulation and (b) he
shall not breach (i) any agreement with any third party to keep in
confidence any confidential or proprietary information, knowledge or data
acquired prior to his execution of this Letter Agreement or (ii) any
obligations of confidentiality, noncompetition, nonsolicitation or use of
information.


 


11.                                 Section 409A.


 


(a)                                  Notwithstanding
anything to the contrary in this Letter Agreement, if at the time of Executive’s
Separation from Service with the Company, Executive is a “specified employee”
as defined in Section 409A of the Code, as determined by the Company in
accordance with Section 409A of the Code, and the deferral of the
commencement of any payments or benefits otherwise payable hereunder as a
result of such Separation from Service is necessary in order to prevent any
accelerated or additional tax under Section 409A of the Code, then the
Company will defer the commencement of the payment of any such payments or
benefits hereunder (without any reduction in the payments or benefits
ultimately paid or provided to Executive) until the date that is at least six (6) months
following Executive’s Separation from Service with the Company (or the earliest
date permitted under Section 409A of the Code), whereupon the Company will
pay Executive a lump-sum amount equal to the cumulative amounts that would have
otherwise been previously paid to Executive under this Letter Agreement during
the period in which such payments or benefits were deferred.  Thereafter, payments will resume in
accordance with this Letter Agreement.


 


(b)                                 With respect to
the provisions of this Letter Agreement which provide for “nonqualified
deferred compensation” within the meaning of Section 409A of the Code,
this Letter Agreement shall comply with the provisions of Section 409A of
the Code and the Regulations thereunder and shall be so interpreted, construed
and administered.


 


(c)                                  In the event
that following the date hereof the Company or Executive reasonably determines
that any compensation or benefits payable under this Letter Agreement may be
subject to Section 409A of the Code, the Company and Executive shall work
together to adopt such amendments to this Letter Agreement or adopt other
policies or procedures (including amendments, policies and procedures with
retroactive effect), or take any other commercially 


 


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reasonable
actions necessary or appropriate, to (i) exempt the compensation and
benefits payable under this Letter Agreement from Section 409A of the Code
and/or preserve the intended tax treatment of the compensation and benefits
provided with respect to this Letter Agreement or (ii) comply with the
requirements of Section 409A of the Code and related Department of
Treasury guidance.


 


12.                                 Miscellaneous.  This
Letter Agreement will inure to the benefit of Executive’s personal
representatives, executors, and heirs. 
In the event Executive dies while any amount payable under this Letter
Agreement remains unpaid, all such amounts will be paid to the parties legally
entitled thereto in accordance with the terms and conditions of this Letter
Agreement.  No term or condition set
forth in this Letter Agreement may be modified, waived, or discharged unless
such waiver, modification, or discharge is agreed to in writing and signed by
Executive and an officer of the Company authorized to sign such writing by the
Board of Directors of the Company or an authorized committee thereof.  This Letter Agreement will be construed and
enforced in accordance with the laws of the State of California without regard
to the conflicts of laws of any state. 
Any controversy or claim arising out of or relating to this Letter
Agreement, or the breach thereof, will be settled by arbitration in Los Angeles
or Orange County, California in accordance with the National Rules for the
Resolution of Employment Disputes of the American Arbitration Association,
using one arbitrator, and judgment upon the award rendered by the arbitrator
may be entered in any court of competent jurisdiction.


 


13.                                 Limit on Payments by the Company. 
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 the Code; provided, however, that any payment or benefit received or to be
received by Executive in connection with a Change of Control or the termination
of Executive’s employment (whether payable pursuant to the terms of this Letter
Agreement (“Contract Payments”) or any other plan, arrangements or agreement
with the Company or any affiliate (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 “parachute payments” within the meaning of Section 280G of the
Code, 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 rate in effect for such year as set forth in the Code as in effect at
the time of the first payment of the foregoing), less (iii) the amount of
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 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 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 


 


8

















 


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.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  Ronald A. Andrews

  
	
   

  	
  Title:
  Chief Executive Officer

  



 


I
agree to the terms and conditions of this Letter Agreement


 


 


	
   

  	
   

  	
   

  
	
  Raymond
  Land

  	
   

  



 


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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 “Company”) and Raymond Land (“Employee”).


 


1.                                       Background.  The parties hereto acknowledge
that this Release is being entered into pursuant to the terms of the Letter
Agreement, dated May     , 2008 (the “Letter Agreement”),
between the Company and Employee. As used in this Release, any reference to the
Company shall include its predecessors and successors and, in their capacities
as such, all of its present, past, and future directors, officers, employees,
attorneys, insurers, agents and assigns, as well as all Company affiliates,
subdivisions, subsidiaries and parents, including without limitation Safeguard
Scientifics, Inc. and its subsidiaries (collectively, the “Company
Affiliates”) and their respective past, present and future directors, officers,
employees, consultants, attorneys, insurers, agents and assigns; and any reference
to Employee shall include, in their capacities as such, his attorneys, heirs,
administrators, representatives, agents, and assigns.


 


2.                                       Resignation from Boards. 
Employee shall, and hereby does resign from such boards and officer
positions with the Company and all affiliates and partner companies of the
Company as such employee holds on the date hereof.  In this regard, if requested, Employee agrees
to pre-sign and deliver to the Company resignation letters acceptable to the
Company in order to effect Employee’s resignation from certain companies and
entities, and we may submit other such letters from time to time, although
nothing contained herein shall prohibit Employee from resigning from such
boards and officer positions at an earlier time.


 


3.                                       General Release.


 


(a)  Employee, for and in consideration of the separation payments
and other benefits offered to him or her by the Company specified in the Letter
Agreement that accompanies this Release and intending to be legally bound, does
hereby REMISE, RELEASE AND FOREVER DISCHARGE the Company and the Company
Affiliates, of and from any and all causes of actions, suits, debts, claims,
and demands whatsoever in law or in equity, which he ever had, now has, or
hereafter may have or which his or her heirs, executors or administrators may
have, by reason of any matter, cause, or thing whatsoever, from the beginning
of his or her employment with the Company and/or the Company Affiliates to the
date of this Release, and particularly, but without limitation, any claims
arising from or relating in any way to his or her employment or the
separation  of his or her employment
relationship with the Company, including, but not limited to, any claims
arising under any federal, state, or local laws, including Title VII of the
Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et
seq., (“Title VII”), the Age Discrimination in Employment Act, 29 U.S.C. Section 621
et seq. (“the ADEA”), the Americans with Disabilities Act, 42 U.S.C. Section 12101
et seq. (“ADA”), the Employee Retirement Income Security Act of 1974, 29
U.S.C. Section 301, et   seq., as amended (“ERISA”), and any and
all other federal, state or local laws, and any common law claims now or
hereafter recognized, including claims for wrongful discharge, slander and
defamation, as well as all claims for counsel fees and costs.


 

















 


(b) By signing this Release,
Employee represents that Employee has not commenced any proceeding against the
Company or any Company Affiliate in any forum (administrative or judicial)
concerning Employee’s employment.


 


(c)  Employee agrees and covenants
not to sue or to bring, or assign to any third person, any claims or charges
against the Company or any Company Affiliate with respect to any known matter
arising before the date of this Release or covered by the release and not to
assert against the Company or any Company Affiliate in any action, grievance,
suit, litigation or proceeding any known matter before the date of this Release
or covered by the release.  Employee
agrees that in the event of a breach of any covenant of this Release by
Employee, the Company or any Company Affiliate damaged as a result of such
breach shall be entitled to recover costs and reasonable attorneys’ fees in an
action relating to such breach, in addition to compensatory damages.


 


(d)  Anything herein to the contrary
notwithstanding, neither party is released from any of his, her or its
obligations under this Release or the Letter Agreement, and each party confirms
that such obligations are the only obligations of the Company or its affiliates
in connection with the cessation of Employee’s service with the Company.


 


(e)  Employee acknowledges that this
Release extends to all causes of action, suits, debts, claims and demands
referred to in (a) above, known or unknown, suspected or unsuspected.  By signing this Release, Employee expressly
waives all rights under Section 1542 of the California Civil Code, which
reads in full as follows:


 


“A GENERAL RELEASE
DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST
IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HER MUST
HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”


 


(f)  By signing
this Release and the Letter Agreement and by making the payments and providing
the benefits contemplated by the Letter, the Company does not admit any
liability, wrongdoing or fault and expressly denies any such liability,
wrongdoing or fault.


 


4.                                       Confidentiality; Non-Disparagement.


 


(a)  Except to the extent required
by law, including SEC disclosure requirements, the Employee agrees that the
terms of this Release will be kept confidential by Employee, except that
Employee may advise his or her family and confidential advisors.


 


(b)  Employee will not at any time
knowingly reveal to any person or entity any of the trade secrets or
confidential information of the Company or the Company Affiliates or of any
third party which the Company is under an obligation to keep confidential
(including, but not limited to, trade secrets or confidential information
respecting inventions, products, designs, methods, know-how, techniques,
systems, processes, software programs, works of authorship, customer lists,
projects, plans, and proposals), and Employee shall keep secret all
confidential matters relating to the Company or the Company Affiliates and
shall not use or attempt to use any such confidential information in any manner
which injures or causes loss or may reasonably be calculated to injure or cause
loss whether directly or indirectly to the Company or the Company
Affiliates.  These 


 


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restrictions contained in this sub-paragraph (b) shall
not apply to: (i) information that at the time of disclosure is in the
public domain through no fault of Employee; (ii) information received from
a third party outside of the Company that was disclosed without a breach of any
confidentiality obligation; (iii) information approved for release by
written authorization of the Company or the Company Affiliate; or, (iv) information
that may be required by law or an order of the court, agency or proceeding to
be disclosed; provided, Employee shall provide the Company notice of any such
required disclosure once Employee has knowledge of it and will help the Company
at the Company’s expense to the extent reasonable to obtain an appropriate
protective order.


 


(c)   Employee represents
that Employee has not taken, used or knowingly permitted to be used any notes,
memorandum, reports, lists, records, drawings, sketches, specifications,
software programs, data, documentation, or other materials of any nature
relating to any matter within the scope of the business of the Company, the
Company Affiliates, or their partner companies or concerning any of its
dealings or affairs otherwise than for the benefit of the Company or the
Company Affiliates.  Employee shall not,
after his or her termination of employment, use or knowingly permit to be used
any such notes, memoranda, reports, lists, records, drawings, sketches, specifications,
software programs, data, documentation, or other materials, it being agreed
that all of the foregoing shall be and remain the sole and exclusive property
of the Company, the Company Affiliate or client of the same, as the case may
be, and that immediately upon the effectiveness of Employee’s resignation from
employment, Employee shall deliver all of the foregoing, and all copies
thereof, to the Company at its main office.


 


(d)  In accordance with normal
ethical and professional standards, the Company and Employee agree that they
shall not in any way engage in any conduct or make any statement that would
defame or disparage the other, or make to, or solicit for, the media or others,
any comments, statements (whether written or oral), and the like that may be
considered to be derogatory or detrimental to the good name or business
reputation of either party.  It is
understood and agreed that the Company’s obligation under this paragraph
extends only to the conduct of the Company’s senior officers.  The only exception to the foregoing shall be
in those circumstances in which Employee or the Company is obligated to provide
information in response to an investigation by a duly authorized governmental
entity or in connection with legal proceedings.


 


5.  Indemnity.


 


(a)  This Release shall not release
the Company or any of its insurance carriers from any obligation it or they
might otherwise have to defend and/or indemnify Employee and hold him harmless
from any claims made against him arising out of his activities as director or
officer of the Company, to the same extent as the Company or its insurance
carriers are or may be obligated to defend and/or indemnify and hold harmless
any other director or officer and the Company affirms its obligation to provide
indemnification to Employee as a director, officer, former director, or former
officer of the Company, as set forth in the Company’s bylaws and charter
documents in effect on the date of the Letter Agreement.


 


(b)  Employee agrees that Employee
will personally provide reasonable assistance and cooperation to the Company,
at the Company’s expense, in activities related to the prosecution or defense
of any pending or future lawsuits or claims involving the Company.


 


3

















 


6.  General.


 


(a)  Employee understands that this
Release is revocable by Employee for a period of seven (7) days following
execution of the Release.  This Release
shall not become effective or enforceable until this seven (7) day
revocation period has ended.


 


(b)  Employee has carefully read and
fully understands all the provisions of the Notice and the Release which sets
forth the entire agreement between Employee and the Company, and Employee
acknowledges that Employee has not relied upon any representation or statement,
written or oral, not set forth in this document.


 


(c)  Employee agrees that any breach
of this Release or corresponding Letter Agreement by Employee will cause
irreparable damage to the Company and that in the event of such breach the
Company shall have, in addition to any and all remedies of law, the right to an
injunction, specific performance or other equitable relief to prevent the
violation of the obligations hereunder.


 


(d)  No term or condition set forth
in this Release may be modified, waived or discharged unless such waiver,
modification or discharge is agreed to in writing and signed by Employee and a
duly authorized officer of the Company.


 


(e)  Any waiver by the Company of a
breach of any provision of this Release shall not operate or be construed as a
waiver of any subsequent breach of such provision or any other provision
hereof.


 


IN
WITNESS WHEREOF, the parties have executed this Release as of the date written
above.


 


	
  Dated:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CLARIENT
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
  By:

  	
   

  



 


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