Exhibit 10.34


 





 


	
   

  	
  Affymetrix, Inc.

  
	
   

  	
  3420
  Central

  Expressway

  
	
   

  	
  Santa
  Clara, CA 95051

  
	
   

  	
   

  
	
   

  	
  Tel:
  888-362-2447

  
	
   

  	
  Fax:
  408-731-5447

  



 


November 7,
2008


 


 


Frank Witney


Panomics


6519 Dumbarton Circle


Fremont, CA 94555


 


Dear
Frank,


 


It
is our pleasure to offer you the position of Senior
Vice President with Affymetrix at an annual salary of $400,000 (bi-weekly $15,384.62) reporting to Kevin King, President of Affymetrix. This
offer is contingent upon the completion of the acquisition of Panomics, Inc.
by Affymetrix (the “Acquisition”) and supersedes any existing offer letter or
employment agreement between you and Panomics. 
Please note that for most purposes under the Affymetrix benefit and
compensation plans, your service date will be reflected as your hire date at
Panomics.


 


You
will be eligible to participate in the Affymetrix Annual Bonus Program with an
award level targeted at 40% of annual
base salary beginning in 2009.  The actual bonus amount is determined each
year by the Compensation Committee of the Board of Directors based on corporate
achievement — financial performance and corporate goals — and your individual
goal achievement.


 


In
addition, we will recommend to the Compensation Committee of the Board of
Directors of Affymetrix that you be granted two equity awards.  The first
is a grant of 56,300 stock options of Affymetrix.  These options will vest 25% per year over a
four (4) year period beginning on your date of hire, and will have an
exercise price equal to fair market value on the grant date.


 


The
second is a grant of 12,000 full-value restricted shares of common stock of
Affymetrix.  These restricted shares will
vest 25% per year over a four (4) year period beginning on your date of
hire. The terms of these grants will be governed in all respects by the terms
of the applicable Affymetrix equity incentive plan and the equity agreement
that will be provided to you after commencement of your employment.


 


Subject
to the terms of the applicable benefit plans, you will be entitled to receive
other benefits of employment generally available to other executive and
managerial employees at Affymetrix, including medical, dental, life and
disability insurance benefits. 
Affymetrix, however, reserves the right to modify such plans at any
time.


 


You
will also be entitled to the same vacation benefits extended to similarly
situated executive and managerial employees.


 


As
a condition of employment, we will require that you expressly consent to be
bound by Affymetrix standard employment policies and sign certain agreements, 


 

















 


including
the  Confidentiality and Nondisclosure
Agreement, the acknowledgement of at-will status, your receipt and
understanding of the employee intranet handbook, the Conflict of Interest
Policy, the Computer Compliance Policy, and the Insider Trading Policy.


 


Federal
Immigration Law requires that all employers verify each individual’s
eligibility to work in the United States, including U.S. citizens.  Your employment offer is contingent upon your
providing satisfactory proof of identity and authorization to work in the
United States.  Please bring the
appropriate original documentation on your first day of work.  A list of acceptable I-9 documentation is
attached for your review.


 


As
indicated above, your employment is at will and may be terminated by you or by
Affymetrix for any or no reason, with or without cause or notice.  This offer is contingent upon the completion
of Affymetrix’s acquisition of Panomics and satisfactory completion of
reference and background checks.


 


If
you have any questions, please feel free to contact me at
(408) 731-5622.  To indicate acceptance of this offer, please return
a signed copy of this letter to me by Monday, November 10, 2008, close of
business.  You can fax the
letter back to me at (408) 731-5855.


 


Frank, your
skills, experience and high potential are respected and valued by everyone with
whom you met here at Affymetrix.  We look
forward to having you accept this offer and join us in strengthening our
leadership team and realize the promise of our technology to enhance the
quality of life.


 


Sincerely,


 


 


Lori
Ciano


Senior
Vice President, Human Resources


 


	
  /s/ Lori Ciano

  	
   

  



 


 


Offer
Acceptance:


 


 


	
  /s/ Frank Witney

  	
   

  	
  11-07-2008

  
	
  Frank
  Witney

  	
   

  	
  Date