Exhibit
10.1


 


COMBIMATRIX
CORPORATION


 


2017
EXECUTIVE PERFORMANCE BONUS PLAN


 


Purpose


 


Pursuant
to the authority granted under CombiMatrix Corporation Compensation Committee Charter, the Compensation Committee (the “Committee”)
of CombiMatrix Corporation (the “Company” or “our”) has adopted this 2017 Executive Performance Bonus
Plan (the “Plan”) effective as of January 1, 2017. The purpose of this Plan is to motivate executives to achieve the
Company’s objectives and to minimize turnover for participants. The Plan is intended to permit the payment of bonuses that
qualify as performance-based compensation under Internal Revenue Code Section 162(m).


 


Structure


 


The
overall performance bonuses for the CEO and CFO shall be 60% and 50% of base salary, respectively. These performance bonuses shall
be allocated to the achievement of three separate target components as follows: (T1) 30% tied to the achievement of our 2017 budgeted
revenue; (T2) 30% tied to achievement of our 2017 budgeted EBITDA loss, and (T3) 40% tied to our 2017 budgeted operating cash
burn. Also, the T1 and T2 targets are divided evenly between achieving semi-annual targets, and T3 is divided evenly between
target achievement equaling the sum of Quarters 1 through 3 of 2017 and achievement of the Quarter 4 target. Targets T1 and T2
also include three tiers of achievement in order to encourage higher levels of performance.


 


Eligible
Executives


 


The
following executives are eligible for this program:


 


Mark
McDonough, CEO


 


Scott
Burell, CFO


 


Payments


 


In
order to receive a bonus, the participant must be employed by CombiMatrix at the time bonuses are calculated and paid. The bonus
calculations will be finalized once the Company’s auditors have completed their year-end audit in early 2018. If bonus targets
are achieved, payments will be made within 75 days of December 31, 2017. However, in order to obtain the full amount of the annual
targets, the mid-year interim targets described above must also be achieved. In other words, if the interim, mid-year targets
described above are achieved but the second half and year-end targets are not achieved, the bonus computations and amounts will
be based on achievement of the mid-year targets only. Conversely, if the mid-year targets are not achieved but the second half
and annual targets are achieved, the bonus computations and amounts will be based on achievement of the second half and annual
targets only.


 



    	 



    	 



    




 


Also,
for the T1 and T2 targets, bonus payments will be computed on a pro rata basis of achievement if the bonus target achieved falls
between the three tiers. In no event shall bonuses be computed or paid if the first target tier is not achieved, nor shall bonus
amounts exceed the third tier of each Target.


 


Compensation
Committee Discretion


 


The
Compensation Committee retains the latitude to adjust or eliminate the award due to unforeseen circumstances. There is also potential
for additional discretionary awards for faster reduction (i.e., over-achievement) in operating cash burn. Also, in order to obtain
approval by the Compensation Committee for payout of bonuses under the Plan, expense ratios, gross margin targets and cash reimbursement
need to be generally comparable to those defined in the 2017 consolidated budget that was approved by the Board of Directors on
December 16, 2016. The Committee wishes to encourage management and will not withhold approval if there is substantial performance
improvement during 2017.


 


Respectfully
submitted,


 


THE
COMPENSATION COMMITTEE 


CombiMatrix
Corporation