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chief executive officer of the Company is not the chief executive officer of the survivingentity immediately after such transaction.     **(d) “Code”**means the Internal Revenue Code of 1986, as amended, and the regulations and otherapplicable guidance promulgated thereunder.     **(e) “Company”**means Dionex Corporation or, following a Change in Control, the surviving entityresulting from such transaction.     **(f) “Constructive Termination”**means a voluntary termination of employment by an EligibleEmployee after one of the following is undertaken without the Eligible Employee’s express writtenconsent:          **(i)**the assignment to the Eligible Employee of duties or responsibilities that results in amaterial diminution in the Eligible Employee’s authority, duties or responsibilities as in effectimmediately prior to the Change in Control; *provided, however*, that a change in the EligibleEmployee’s title or reporting relationships by itself shall not provide the basis for aConstructive Termination;          **(ii)**a greater than ten percent (10%) reduction in the Eligible Employee’s base salary, as ineffect immediately prior to the Change in Control (or as increased thereafter);          **(iii)**a change in the Eligible Employee’s business location of more than 35 miles from thebusiness location immediately prior to the Change in Control; or          **(iv)**a material breach by the Company of any provisions of the Plan or any enforceable writtenagreement between the Company and the Eligible Employee; or the failure of the Company to arrangefor the assumption of this Plan by its successor or assign.     In order to constitute a Constructive Termination, (i) the Eligible Employee must providewritten notice to the Company of the occurrence of one or more of the foregoing events withinthirty (30) days following the initial occurrence of the event, and (ii) the Company shall not berequired to provide any severance benefits under the Plan if it is able to remedy such event(s)within a period of thirty (30) days following such notice.     **(g) “Continuation Period”**means the period for which an Eligible Employee is entitled toreceive the benefits described in Section 4(c). The Continuation Period is twelve (12) months.     **(h) “Covered Termination”**means an Involuntary Termination Without Cause or a ConstructiveTermination, either of which occurs within thirteen (13) months following the effective date of aChange in Control.     **(i) “Eligible Employee”**means an executive employee of the Company who has been designated bythe Board as an eligible employee, has not entered into an individual severance benefit or changein control agreement with the Company, and whose employment with the Company terminates due to aCovered Termination.     **(j) “Involuntary Termination Without Cause”**means an involuntary termination of employment bythe Company other than for one of the following reasons:          **(i)**a refusal or failure to follow the lawful and reasonable directions of the Board ofDirectors or individual to whom the Eligible Employee reports, which refusal or failure is notcured
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within 30 days following delivery of written notice of such conduct to the Eligible Employee;          **(ii)**a material failure by the Eligible Employee to perform his or her duties in a mannerreasonably satisfactory to the Board of Directors that is not cured within 30 days followingdelivery of written notice of such failure to the Eligible Employee; or          **(iii)**a conviction of a felony involving moral turpitude that is likely to inflict or hasinflicted material injury on the business of the Company.**Section 3. ELIGIBILITY FOR BENEFITS.**     **(a) General Rules.**Subject to the requirement set forth in this Section, the Company willprovide the severance benefits described in Section 4 of the Plan to Eligible Employees. In orderto be eligible to receive benefits under the Plan, an Eligible Employee must execute a generalwaiver and release in substantially the form attached hereto as Exhibit A, Exhibit B or Exhibit C,as appropriate, and such release must become effective in accordance with its terms. The Company,in its sole discretion, may modify the form of the required release to comply with applicable statelaw. Subject to the foregoing, the Company, in its sole discretion, shall determine the form of therequired release.     **(b) Exceptions to Benefit Entitlement.**An employee who otherwise is an Eligible Employee willnot receive benefits under the Plan in any of the following circumstances, as determined by theCompany in its sole discretion:          **(i)**The employee has executed an individually negotiated employment contract or agreement withthe Company relating to severance benefits or change in control benefits that is in effect on hisor her termination date.          **(ii)**The employee’s employment with the Company is involuntarily terminated by the Companyother than in an Involuntary Termination without Cause.          **(iii)**The employee voluntarily terminates employment with the Company and such terminationdoes not constitute a Constructive Termination. Voluntary terminations include, but are not limitedto, resignation, retirement or failure to return from a leave of absence on the scheduled date.          **(iv)**The employee voluntarily terminates employment with the Company in order to acceptemployment with another entity that is wholly or partly owned (directly or indirectly) by theCompany or an affiliate of the Company.          **(v)**The employee is offered immediate reemployment by a successor to the Company or by apurchaser of its assets, as the case may be, following a change in ownership of the Company or asale of all or substantially all the assets of a division or business unit of the Company. Forpurposes of the foregoing, “immediate reemployment” means that the employee’s employment with thesuccessor to the Company or the purchaser of its assets, as the case may be, results inuninterrupted employment such that the employee does not suffer a lapse in pay as a result of thechange in ownership of the Company or the sale of its assets.**Section 4. AMOUNT AND PAYMENT OF BENEFIT.**     **(a) Base Salary.**Each Eligible Employee shall receive twelve (12) months of Base Salary.Subject to Section 4(f), such amount shall be paid in substantially equal installments commencingupon the Eligible Employee’s termination of employment pursuant to the Company’s regularlyscheduled
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payroll periods and shall be subject to all required tax withholding.     **(b) Bonus Payment.**Each Eligible Employee shall receive a bonus payment equal to the averageof the Eligible Employee’s annual bonuses paid by the Company with respect to the last three (3)complete fiscal years of the Company for which the Eligible Employee was eligible to receive abonus (or such fewer fiscal years of the Company for which such Eligible Employee was eligible toreceive an annual bonus); provided, however, that if an Eligible Employee’s Covered Terminationoccurs during the first fiscal year for which he or she was eligible to receive an annual bonus,such Eligible Employee shall receive a bonus payment based on the Eligible Employee’s performancethrough the Covered Termination. Subject to Section 4(f), such amount shall be paid in a lump sumupon the Eligible Employee’s termination of employment and shall be subject to all required taxwithholding.     **(c) Continued Insurance Benefits**. Provided that the Eligible Employee elects continuedcoverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Companyshall pay the portion of premiums of each Eligible Employee’s group medical, dental and visioncoverage, including coverage for the Eligible Employee’s eligible dependents, that the Company paidprior to the Covered Termination, for the Continuation Period; *provided, however,*that no suchpremium payments shall be made following the effective date of the Eligible Employee’s coverage bya medical, dental or vision insurance plan of a subsequent employer. Each Eligible Employee shallbe required to notify the Company immediately if the Eligible Employee becomes covered by amedical, dental or vision insurance plan of a subsequent employer. No provision of this Plan willaffect the continuation coverage rules under COBRA, except that the Company’s payment of anyapplicable insurance premiums during the Continuation Period will be credited as payment by theEligible Employee for purposes of the Eligible Employee’s payment required under COBRA. Therefore,the period during which an Eligible Employee may elect whether or not to continue the Company’sgroup medical, dental or vision coverage under COBRA, the length of time during which COBRAcontinuation coverage will be made available to the Eligible Employee, and all other rights andobligations of the Eligible Employee under COBRA will be applied in the same manner that such ruleswould apply in the absence of this Plan. At the conclusion of the Continuation Period, the EligibleEmployee will be responsible for the entire payment of premiums required under COBRA for theduration of the COBRA continuation period. For purposes of this Section 4(c), applicable premiumsthat will be paid by the Company during the Continuation Period shall not include any amountspayable by the Eligible Employee under a Section 125 health care reimbursement plan, which amounts,if any, are the sole responsibility of the Eligible Employee.     **(d) Acceleration of Vesting.**Effective as of the date of the Covered Termination, eachEligible Employee shall be credited with full acceleration of vesting for all options outstandingthat the Eligible Employee holds on such date that have not yet vested.     **(e) Outplacement Services.**On behalf of the Eligible Employee, the Company shall pay for anexecutive assistance program for a period not to exceed three (3) months and at a cost not toexceed $7,500, provided that the Eligible Employee enrolls in the program within six (6) monthsfollowing the Covered Termination.     **(f) Payment of Benefits.**If the Company determines that any payments or benefits provided toan Eligible Employee pursuant to Section 4 (any such payments or benefits, the “Plan Payments”)constitute “deferred compensation” under Section 409A of the Code (together, with any state law ofsimilar effect, “Section 409A”) and if the Eligible Employee is a “specified employee” of theCompany, as such term is defined in Section 409A(a)(2)(B)(i) (a “Specified Employee”), then, solelyto the extent necessary to avoid the incurrence of the adverse personal tax consequences underSection 409A, the timing of the Plan Payments will be delayed as follows: on the earliest to occurof (1) the date that is six (6) months and one (1) day after the date of the Eligible Employee’stermination of employment, and (2)
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the date of the Eligible Employee’s death (such earliest date, the “Delayed Initial PaymentDate”), the Company shall (i) pay the Eligible Employee a lump sum amount equal to the sum of thePlan Payments that the Eligible Employee would otherwise have received through the Delayed InitialPayment Date if the commencement of the payment of the Plan Payments had not been delayed pursuantto this Section 4(f) and (ii) commence paying the balance of the Plan Payments in accordance withthe applicable payment schedule set forth in Section 4. Prior to the imposition of any delay on thePlan Payments as set forth above, it is intended that (A) each installment of the Plan Payments beregarded as a separate “payment” for purposes of Treasury Regulations Section 1.409A-2(b)(2)(i),(B) all Plan Payments satisfy, to the greatest extent possible, the exemptions from the applicationof Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4) and1.409A-1(b)(9)(iii), and (C) the Plan Payments consisting of COBRA premiums also satisfy, to thegreatest extent possible, the exemption from the application of Section 409A provided underTreasury Regulations Section 1.409A-1(b)(9)(v).**Section 5. LIMITATIONS ON BENEFITS.**     **(a) Release.**To receive benefits under this Plan, an Eligible Employee must execute a releaseof claims in favor of the Company, in the form attached to this Plan as Exhibit A, Exhibit B orExhibit C, as appropriate, and such release must become effective in accordance with its terms.     **(b) Certain Reductions and Offsets.**Notwithstanding any other provision of the Plan to thecontrary, any benefits payable to an Eligible Employee under this Plan shall be reduced by anyseverance benefits payable by the Company to such individual under any other policy, plan, programor arrangement, including, without limitation, a contract between the Eligible Employee and anyentity, covering such individual. Furthermore, to the extent that any federal, state or local laws,including, without limitation, so-called “plant closing” laws or statutory severance requirements,require the Company to give advance notice or make a payment of any kind to an Eligible Employeebecause of that Eligible Employee’s involuntary termination due to a layoff, reduction in force,plant or facility closing, sale of business, change of control, or any other similar event orreason, the benefits payable under this Plan shall either be reduced or eliminated. The benefitsprovided under this Plan are intended to satisfy any and all statutory obligations that may ariseout of an Eligible Employee’s involuntary termination of employment for the foregoing reasons, andthe Plan Administrator shall so construe and implement the terms of the Plan.     **(c) Mitigation.**Except as otherwise specifically provided herein, an Eligible Employee shallnot be required to mitigate damages or the amount of any payment provided under this Plan byseeking other employment or otherwise, nor shall the amount of any payment provided for under thisPlan be reduced by any compensation earned by an Eligible Employee as a result of employment byanother employer or any retirement benefits received by such Eligible Employee after the date ofthe Covered Termination.     **(d) Termination of Benefits.**Benefits under this Plan shall terminate immediately if theEligible Employee, at any time, violates any proprietary information or confidentiality obligationto the Company.     **(e) Non-Duplication of Benefits.**No Eligible Employee is eligible to receive benefits underthis Plan more than one time.     **(f) Indebtedness of Eligible Employees.**If a terminating employee is indebted to the Companyor an affiliate of the Company at his or her termination date, the Company reserves the right tooffset any severance payments under the Plan by the amount of such indebtedness.     **(g) Parachute Payments.**If any payment or benefit the Eligible Employee would receive in
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connection with a Change in Control from the Company or otherwise (“Payment”) would (i)constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but forthis sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”),then such Payment shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x)the largest portion of the Payment that would result in no portion of the Payment being subject tothe Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whicheveramount, after taking into account all applicable federal, state and local employment taxes, incometaxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in theEligible Employee’s receipt, on an after-tax basis, of the greater amount of the Paymentnotwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If areduction in payments or benefits constituting “parachute payments” is necessary so that thePayment equals the Reduced Amount, reduction shall occur in the following order unless the EligibleEmployee elects in writing a different order ( *provided, however,*that such election shall besubject to Company approval if made on or after the date on which the event that triggers thePayment occurs): reduction of cash payments; cancellation of accelerated vesting of stock awards;reduction of employee benefits. In the event that acceleration of vesting of stock awardcompensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse orderof the date of grant of the Eligible Employee’s stock awards unless the Eligible Employee elects inwriting a different order for cancellation.     The accounting firm engaged by the Company for general audit purposes as of the day prior tothe effective date of the Change in Control shall perform the foregoing calculations. If theaccounting firm so engaged by the Company is serving as accountant or auditor for the individual,entity or group effecting the Change in Control, the Company shall appoint a nationally recognizedaccounting firm to make the determinations required hereunder. The Company shall bear all expenseswith respect to the determinations by such accounting firm required to be made hereunder.     The accounting firm engaged to make the determinations hereunder shall provide itscalculations, together with detailed supporting documentation, to the Company and the EligibleEmployee within fifteen (15) calendar days after the date on which the Eligible Employee’s right toa Payment is triggered (if requested at that time by the Company or the Eligible Employee) or suchother time as requested by the Company or the Eligible Employee. If the accounting firm determinesthat no Excise Tax is payable with respect to a Payment, either before or after the application ofthe Reduced Amount, it shall furnish the Company and the Eligible Employee with an opinionreasonably acceptable to the Eligible Employee that no Excise Tax will be imposed with respect tosuch Payment. Any good faith determinations of the accounting firm made hereunder shall be final,binding and conclusive upon the Company and the Eligible Employee.**Section 6. RIGHT TO INTERPRET PLAN; AMENDMENT AND TERMINATION.**     **(a) Exclusive Discretion.**The Plan Administrator shall have the exclusive discretion andauthority to establish rules, forms, and procedures for the administration of the Plan and toconstrue and interpret the Plan and to decide any and all questions of fact, interpretation,definition, computation or administration arising in connection with the operation of the Plan,including, but not limited to, the eligibility to participate in the Plan and amount of benefitspaid under the Plan. The rules, interpretations, computations and other actions of the PlanAdministrator shall be binding and conclusive on all persons.     **(b) Amendment or Termination.**The Company reserves the right to amend or terminate this Planor the benefits provided hereunder at any time; *provided, however,*that no such amendment ortermination shall occur following a Change in Control if such amendment or termination would affectthe rights of any persons who were employed by the Company prior to the Change in Control. Anyaction amending or terminating the Plan shall be in writing and executed by the chairman of theCompensation
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Committee of the Board of Directors of the Company.     **(c) Assumption.**Any successor or assign of the Company shall be required to assume this Plan.**Section 7. TERMINATION OF CERTAIN EMPLOYEE BENEFITS.**     All non-health benefits (such as life insurance, disability and 401(k) plan coverage)terminate as of the employee’s termination date (except to the extent that a conversion privilegemay be available thereunder).**Section 8. NO IMPLIED EMPLOYMENT CONTRACT.**     The Plan shall not be deemed (i) to give any employee or other person any right to be retainedin the employ of the Company or (ii) to interfere with the right of the Company to discharge anyemployee or other person at any time, with or without cause, which right is hereby reserved.**Section 9. LEGAL CONSTRUCTION.**     This Plan is intended to be governed by and shall be construed in accordance with the EmployeeRetirement Income Security Act of 1974 (“ERISA”) and, to the extent not preempted by ERISA, thelaws of the State of California.**Section 10. CLAIMS, INQUIRIES AND APPEALS.**     **(a) Applications for Benefits and Inquiries.**Any application for benefits, inquiries about thePlan or inquiries about present or future rights under the Plan must be submitted to the PlanAdministrator in writing by an applicant (or his or her authorized representative). The PlanAdministrator is:Dionex Corporation