Change in Control Severance Benefit Plan



 Exhibit 10.31 
  
 SEQUENOM, INC. 
  
 CHANGE IN CONTROL SEVERANCE BENEFIT PLAN 
  
 Section 1. INTRODUCTION. 
  
 The Sequenom, Inc. Change in Control Severance Benefit Plan (the “Plan”) was established effective April 28, 2005 (the
“Effective Date”). The purpose of the Plan is to provide severance benefits to certain eligible employees of the Company and its Affiliates upon selected terminations of service in connection with a Change in Control. This
Plan document is also the Summary Plan Description for the Plan. 
  
 Section 2.
DEFINITIONS. 
  
 The following shall be
defined terms for purposes of the Plan: 
  
 (a) “Affiliate” means a Parent Corporation or a Subsidiary Corporation. 
  
 (b) “Base Salary” means a Participant’s monthly base salary in effect immediately prior to the Covered
Termination (including without limitation any compensation that is deferred by Participant into a Company-sponsored retirement or deferred compensation plan, exclusive of any employer matching contributions by the Company associated with any such
retirement or deferred compensation plan and exclusive of any other Company contributions) and excludes all bonuses, commissions, expatriate premiums, fringe benefits (including without limitation car allowances), option grants, equity awards,
employee benefits and other similar items of compensation. 
  
 (c) “Board” means the Board of Directors of the Company. 
  
 (d) “Bonus Amount” means, with respect to a Participant, one-twelfth of the average of the two annual
bonuses paid to the Participant by the Company prior to the date of such Participant’s Covered Termination. 
  
 (e) “Cause” means, with respect to a Participant, the occurrence of one or more of the following:

  
 (1) Such Participant’s conviction
of, or plea of guilty or no contest with respect to, (i) any crime involving fraud, dishonesty or moral turpitude, or (ii) any felony under the laws of the United States or any state thereof; 
  
 (2) Such Participant’s commission of, or
attempted commission of, or participation in, a fraud or act of dishonesty against the Company that results in (or might reasonably result in) material harm to the Company; 
  
 (3) Such Participant’s intentional and material violation of any statutory duty owed to the
Company; 
  

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 (4) Such Participant’s unauthorized use or disclosure of the Company’s
material confidential information, material trade secrets or material proprietary information; 
  
 (5) Such Participant’s intentional and material violation of a written policy or rule of the Company or intentional violation
of a fiduciary duty to the Company; or 
  
 (6)
Any other definition of “Cause” (or a similar term) set forth in such Participant’s written agreement governing his or her employment by the Company or the termination of such employment that, if met, would allow the Company to
terminate such Participant’s employment without the obligation to provide Participant with specified severance benefits or payments. 
  
 (f) “Change in Control” means the first occurrence of any of the following events prior to the automatic
termination of this Plan as provided in Section 6(b): 
  
 (1) The consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, if more than 50% of the combined voting power of the continuing or surviving entity’s securities
outstanding immediately after such merger, consolidation or other reorganization is not owned by persons who were stockholders of the Company immediately prior to such merger, consolidation or other reorganization, in substantially the same relative
proportions as their ownership of the combined voting power of the Company immediately prior to such merger, consolidation or other reorganization; 
  
 (2) There is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the assets of the
Company, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company to an entity, more than 50% of the combined voting power of the voting securities of which are owned by
stockholders of the Company in substantially the same proportions as their ownership of the outstanding voting securities of the Company immediately prior to such sale, lease, license or other disposition; 
  
 (3) When a majority of the incumbent directors on the
Board are replaced by new directors within any 18-month period; provided, however, that each director (i) whose election has been approved by a vote of at least a majority of the directors who were either incumbent directors at the beginning
of the period or elected or nominated in accordance with clause (i) or (ii) of this Section 2(f)(3) during such period or (ii) whose nomination for election by the Company’s stockholders has been approved by a committee of the Board, a majority
of whose members are directors who were either incumbent directors at the beginning of the period or elected or nominated in accordance with clause (i) or (ii) of this Section 2(f)(3) during such period shall be deemed to be an “incumbent
director” and not a “new director” for purposes of this Section 2(f)(3); or 
  
 (4) Any “person” that (as such term is used in sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as
amended) by the acquisition or aggregation of securities is or becomes the beneficial owner, directly or indirectly, of securities of the Company 

  

 2. 








 
representing 50% or more of the combined voting power of the Company’s then outstanding securities ordinarily (and apart from rights accruing under
special circumstances) having the right to vote at elections of directors (the “Base Capital Stock”); except that any change in the relative beneficial ownership of the Company’s securities by any person resulting solely
from a reduction in the aggregate number of outstanding shares of Base Capital Stock, and any decrease thereafter in such person’s ownership of securities, shall be disregarded until such person increases in any manner, directly or indirectly,
such person’s beneficial ownership of any securities of the Company. 
  
 The term “Change in Control” shall not include a transaction, the sole purpose of which is to change the state of the Company’s incorporation and once a Change in Control has occurred, no future events
shall constitute a Change in Control for purposes of the Plan. 
  
 (g) “Company” means Sequenom, Inc. or, following a Change in Control, the surviving entity resulting from such transaction or the parent company of such surviving entity. 
  
 (h) “Covered Termination”
means, with respect to a Participant who immediately prior to a termination of employment was an employee of the Company, such Participant’s termination of employment by the Company without Cause or a voluntary resignation of employment by the
Participant for Good Reason; either of which occurring within three months prior to, or 12 months following, the effective date of a Change in Control. 
  
 (i) “Good Reason” means, with respect to a Participant, the occurrence of one or more of the following
events, if applicable, without such Participant’s express written consent: 
  
 (1) A material reduction in such Participant’s authority, duties or responsibilities (and not simply a change in title or
reporting relationships); provided, however, that Good Reason shall not be satisfied solely by reason of such Participant retaining the same position held prior to a Change in Control, but in a distinct legal entity or business unit of a
larger entity following such Change in Control; 
  
 (2) A reduction by the Company in such Participant’s Base Salary that is not part of a reduction in Base Salaries for all Participants as a result of the Company’s performance; 
  
 (3) A material adverse change by the Company to
Participant’s Target Bonus or to the criteria, milestones or objectives related to such Participant’s Target Bonus that is reasonably likely to result in the Participant earning less than his or her Target Bonus during the subsequent
applicable period; 
  
 (4) Any
requirement, as a condition to continued service, that the Participant enter into any agreement with the Company regarding confidentiality, non-competition, non-solicitation or other similar restrictive covenant that is materially more restrictive
than the Participant’s written obligations with the Company under which the Participant is then bound; 
  

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 (5) Any Board action or assignment related to such Participant that (i) is
contrary to applicable law, regulatory guidelines or accounting standards or which constitutes an unethical business practice and (ii) is not cured by the Board within 30 days of receipt of written notice by the Participant objecting to such action
or assignment; or 
  
 (6) A relocation of
the Participant’s principal place of work in effect immediately prior to the earlier of (i) the Participant’s Covered Termination, or (ii) the Change in Control, to a location that would increase the Participant’s one-way commute from
his or her personal residence to the new principal place of work by more than 15 miles. 
  
 (j) “Parent Corporation” means any corporation (other than the Company) in an unbroken ownership chain of
corporations ending with the Company, provided each corporation in the unbroken ownership chain (other than the Company) owns, at the time of the determination, stock possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in such ownership chain. 
  
 (k) “Participant” means all individuals hereafter designated by the Board and listed on Exhibit A attached hereto as amended from time to time by the Board or the Compensation
Committee of the Board. 
  
 (l)
“Plan Administrator” means Sequenom, Inc. 
  
 (m) “Supplemental Severance Period” means, with respect to a Participant, the period of time following both (i) the Participant’s Covered Termination for which a Participant may be
eligible to receive the benefits provided in Section 4 herein and (ii) any period of severance provided to the Participant in his or her written agreement governing his or her employment by the Company or the termination of such employment. The
Supplemental Severance Period shall be the number of months corresponding to such Participant’s name on Exhibit A. 
  
 (n) “Subsidiary Corporation” means any corporation (other than the Company) in an unbroken ownership chain
of corporations beginning with the Company, provided each corporation (other than the last corporation) in the unbroken ownership chain owns, at the time of the determination, stock possessing 50% or more of the total combined voting power of
all classes of stock in one of the other corporations in such ownership chain. 
  
 (o) “Target Bonus” means Participant’s target annual cash bonus (excluding Base Salary and excluding
any commissions, expatriate premiums, fringe benefits (including without limitation car allowances), option grants, equity awards, employee benefits and other similar items of compensation) in effect immediately prior to the Covered Termination.

  
 Section 3. ELIGIBILITY FOR
BENEFITS. 
  
 Subject to the requirements set
forth in this Section, and except as explicitly provided otherwise in a contract or agreement (including an employment agreement) between a Participant and the Company, covering such Participant, the Company shall provide severance benefits under
the Plan to the Participants. In order to be eligible to receive benefits under the Plan, a Participant must (i) experience a Covered Termination and (ii) execute a general waiver 

  

 4. 








 
and release in substantially the form attached hereto as Exhibit B (or as then may be required by law to effect a release of claims), as appropriate,
and such release must become effective in accordance with its terms. The Company, in its sole discretion, may at any time modify the forms of the required release and shall determine the appropriate form of release. 
  
 Section 4. AMOUNT OF BENEFIT. 

 
 (a) Subject to the limitations and reductions provided in this
Plan, benefits under this Plan, if any, shall be provided to the Participants described in Section 3 in the following amounts. Upon a Participant’s Covered Termination and the effectiveness of the release described clause (ii) of Section 3,
such Participant shall receive the following severance package: 
  
 (1) Cash Severance Benefits. At the end of each month during the term of the Participant’s Supplemental Severance Period, the Participant will receive a cash payment in an amount equal to the
Participant’s Base Salary and Bonus Amount. 
  
 (2) COBRA Benefits. If such Participant timely elects to continue coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), then until the end of the
Participant’s Supplemental Severance Period, the Company will reimburse (i) all premiums for group medical, dental and vision coverage paid by such Participant under (A) COBRA and, to the extent applicable, any similar applicable state statute,
and (B) to the extent that such coverage under COBRA and any such applicable state statute has been exhausted or is no longer available, then under any individual policy providing group medical, dental and vision benefits substantially similar to
those provided to Participant immediately prior to his or her termination of Service, and (ii) if Participant is eligible for benefits under the Exec-U-Care plan, then all other out-of-pocket costs associated with Participant’s participation in
such plan. In addition, if Participant does not timely elect to continue coverage group medical, dental or vision coverage under COBRA, then the Company will pay Participant in a lump sum the equivalent cash value of the COBRA payments that
otherwise would have been made pursuant to this Section 4(a)(2). 
  
 (3) Stock Award Acceleration The Participant will receive immediate full vesting of all stock options and other equity awards issued by the Company and held by such Participant. 
  
 (4) Automobile Lease and Related Expenses To
the extent that a Participant enjoyed the benefits of an automobile lease and related expenses paid for by the Company immediately prior to a Covered Termination, such benefits shall continue until the end of Participant’s Supplemental
Severance Period. 
  
 (b) Certain Reductions.
Notwithstanding any other provision of the Plan to the contrary, any benefits payable to a Participant under Sections 4(a)(1) and 4(a)(2) of this Plan shall not be reduced by any severance benefits payable by the Company or an affiliate of the
Company to such Participant under any contract or agreement (including an employment agreement) between such Participant and the Company, covering such Participant, except as is explicitly provided in such contract. 
  

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 (c) Mitigation. If, during a Participant’s Supplemental Severance Period, such
Participant begins employment with another employer, then (i) the amount payable by the Company to the Participant pursuant to Section 4(a)(1) above shall be reduced by the amount of any compensation paid to (or payable to) the Participant from such
other employer during the balance of the Supplemental Severance Period after the Participant commences such employment (but in any case such amount payable by the Company shall not be reduced below zero) and (ii) the Company’s obligation to
reimburse the Participant for insurance premiums and other benefits pursuant to Section 4(a)(2) shall terminate provided that the Participant obtains insurance coverage from such other employer comparable to the coverage provided by the Company at
the time of the Participant’s Covered Termination. 
  
 (d)
Code Section 409A Compliance. This Plan and the payments herein are intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). To the extent any amount payable under this
Plan constitutes amounts payable under a “nonqualified deferred compensation plan” (as defined in Section 409A of the Code) following a “separation from service” (as defined in Section 409A of the Code), then, notwithstanding any
other provision in this Plan to the contrary, such payment will not be made until the date that is six months following a Participant’s separation from service,” but only if such Participant is then deemed to be a “specified
employee” under Section 409A of the Code. 
  
 Section 5.
LIMITATIONS ON BENEFITS. 
  
 (a) Termination of Benefits. Benefits under the Plan shall terminate immediately if the Participant, at any time, (i) engages in the unauthorized use or disclosure of the Company’s material
confidential information, material trade secrets or material proprietary information under any written agreement under which the Participant has such an obligation to the Company that survives the Participant’s termination of service to the
Company, (ii) engages in any prohibited or unauthorized competitive activities, or prohibited or unauthorized solicitation or recruitment of employees, in violation of any written agreement under which Participant has such an obligation to the
Company that survives the Participant’s termination of service to the Company; (iii) violates any material term or condition of this Plan, or (iv) violates any term of the applicable general wavier and release referenced in Section 3 above.

  
 (b) Non-Duplication of Benefits. No Participant
is eligible to receive benefits under this Plan more than one time. 
  
 (c) Indebtedness of Participants. If a Participant is indebted to the Company or an affiliate of the Company on the date of his or her termination of employment or service, the Company reserves the right to offset any
severance benefits payable in cash under the Plan by the amount of such indebtedness. 
  
 (d) Parachute Payments. If any payment or benefit a Participant would receive in connection with a Change in Control from the Company or otherwise (a “Payment”) would (i)
constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this 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 

  

 6. 








 
the Payment being subject to the Excise Tax or (y) the largest portion of the Payment, up to and including the total Payment, whichever amount, after taking
into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in the Participant’s receipt, on an after-tax basis, of the greater amount
of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount,
reduction shall occur in the following order unless the Participant elects in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the date on which the event that triggers
the Payment occurs): reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. If acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be
cancelled in the reverse order of the date of grant of the Participant’s stock awards unless the Participant elects in writing a different order for cancellation. 
  
 The Company shall appoint a nationally recognized accounting or consulting firm to make the determinations required
hereunder, which accounting firm shall not then be serving as accountant or auditor for the individual, entity or group that effected the Change in Control. The Company shall bear all expenses with respect to the determinations by such accounting or
consulting firm required to be made hereunder. 
  
 The accounting
or consulting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and the Participant within 10 calendar days after the date on which the
Participant’s right to a Payment is triggered (if requested at that time by the Company or the Participant) or such other time as requested by the Company or the Participant. If the accounting or consulting firm determines that no Excise Tax is
payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish the Company and the Participant with an opinion reasonably acceptable to the Participant that no Excise Tax will be imposed with
respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and the Participant. 
  
 Section 6. RIGHT TO INTERPRET PLAN; AMENDMENT
AND TERMINATION. 
  
 (a)
Exclusive Discretion. The Plan Administrator shall have the exclusive discretion and authority to establish rules, forms, and procedures for the administration of the Plan and to construe 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 benefits paid under the Plan.
The rules, interpretations, computations and other actions of the Plan Administrator shall be binding and conclusive on all persons. Unless otherwise determined by the Board, the Chairman of the Compensation Committee of the Board (or the
Chairman’s designee) shall perform the duties of the Plan Administrator under this Plan. 
  
 (b) Change of State of Incorporation, Amendment or Termination. The Board, or the Compensation Committee thereof, reserves the right to change the state of incorporation, amend or terminate this Plan or
the benefits provided hereunder at any time; 

  

 7. 








 
provided, however, that no such change of state, amendment or termination shall impair or reduce the rights of a Participant unless such Participant
consents to such amendment or termination of the Plan in writing. Notwithstanding the foregoing, the Plan shall automatically terminate on the tenth anniversary form the date of its adoption by the Board, unless extended by the Board or the
Compensation Committee thereof. Any action amending, terminating or extending the Plan shall be in writing and executed by the Board or the Compensation Committee thereof. 
  

	Section	7. CONTINUATION OF CERTAIN EMPLOYEE BENEFITS.  

  
 (a) COBRA Continuation. Each Participant who is enrolled in a
group medical, dental or vision plan sponsored by the Company or an affiliate of the Company may be eligible to continue coverage under such group medical, dental or vision plan (or to convert to an individual policy), at the time of the
Participant’s termination of employment under COBRA. The Company will notify the Participant of any such right to continue group medical coverage at the time of termination. No provision of this Plan will affect the continuation coverage rules
under COBRA. Therefore, the period during which a Participant may elect to continue the Company’s group medical, dental or vision coverage at his or her own expense under COBRA, the length of time during which COBRA coverage will be made
available to the Participant, and all other rights and obligations of the Participant under COBRA will be applied in the same manner that such rules would apply in the absence of this Plan. At the conclusion of the COBRA premium reimbursements made
by the Company, if any, the Participant will be responsible for the entire payment of premiums required under COBRA for the duration, if any, of the COBRA period.  
  
 (b) Other Employee Benefits. All non-health benefits, except for automobile lease benefits as set forth under
Section 4(a)(4), (such as life insurance, disability and 401(k) plan coverage) terminate as of an employee’s termination date (except to the extent that a conversion privilege may 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 retained in the employ or service of the Company or (ii) to interfere with the right of the Company to discharge any employee or other person at any time and for any reason, 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 Employee Retirement Income Security Act of 1974, as amended
(“ERISA”) and, to the extent not preempted by ERISA, the laws of the State of California. 
  

	Section	10. CLAIMS, INQUIRIES AND APPEALS. 

  
 (a) Applications for Benefits and Inquiries. Any application
for benefits, inquiries about the Plan or inquiries about present or future rights under the Plan must be 

  

 8. 








 
submitted to the Plan Administrator in writing by an applicant (or his or her authorized representative). The Plan Administrator is: 
  
 Sequenom, Inc. 
 3595 John Hopkins Court 
 San Diego, CA 92121-1331 
 Attn: Chief Financial Officer 
  
 (b) Denial of Claims. In the event that any application for benefits is denied in whole or in part, the Plan Administrator must provide the
applicant with written or electronic notice of the denial of the application, and of the applicant’s right to review the denial. Any electronic notice will comply with the regulations of the U.S. Department of Labor. The written notice of
denial will be set forth in a manner designed to be understood by the employee and will include the following: 
  
 (1) the specific reason or reasons for the denial; 
  
 (2) references to the specific Plan provisions upon which the denial is based; 
  
 (3) a description of any additional information or
material that the Plan Administrator needs to complete the review and an explanation of why such information or material is necessary; and 
  
 (4) an explanation of the Plan’s review procedures and the time limits applicable to such procedures, including a statement of
the applicant’s right to bring a civil action under section 502(a) of ERISA following a denial on review of the claim, as described in Section 10(d) below. 
  

This written notice will be given to the applicant within 90 days after the Plan Administrator receives the application, unless special circumstances
require an extension of time, in which case, the Plan Administrator has up to an additional 90 days for processing the application. If an extension of time for processing is required, written notice of the extension will be furnished to the
applicant before the end of the initial 90-day period. 
  
 This
notice of extension will describe the special circumstances necessitating the additional time and the date by which the Plan Administrator is to render its decision on the application. 
  
 (c) Request for a Review. Any person (or that person’s authorized representative) for whom an application
for benefits is denied, in whole or in part, may appeal the denial by submitting a request for a review to the Plan Administrator within 60 days after the application is denied. A request for a review shall be in writing and shall be addressed to:

  
 Sequenom, Inc. 
 3595 John Hopkins Court 
 San Diego, CA
92121-1331 
 Attn: Chief Financial Officer 
  

 9. 








 A request for review must set forth all of the grounds on which it is based, all facts in support of the
request and any other matters that the applicant feels are pertinent. The applicant (or his or her representative) shall have the opportunity to submit (or the Plan Administrator may require the applicant to submit) written comments, documents,
records, and other information relating to his or her claim. The applicant (or his or her representative) shall be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant
to his or her claim. The review shall take into account all comments, documents, records and other information submitted by the applicant (or his or her representative) relating to the claim, without regard to whether such information was submitted
or considered in the initial benefit determination. 
  
 (d)
Decision on Review. The Plan Administrator will act on each request for review within 60 days after receipt of the request, unless special circumstances require an extension of time (not to exceed an additional 60 days), for processing
the request for a review. If an extension for review is required, written notice of the extension will be furnished to the applicant within the initial 60 day period. This notice of extension will describe the special circumstances necessitating the
additional time and the date by which the Plan Administrator is to render its decision on the review. The Plan Administrator will give prompt, written or electronic notice of its decision to the applicant. Any electronic notice will comply with the
regulations of the U.S. Department of Labor. In the event that the Plan Administrator confirms the denial of the application for benefits in whole or in part, the notice will set forth, in a manner calculated to be understood by the applicant, the
following: 
  
 (1) the specific reason or
reasons for the denial; 
  
 (2) references
to the specific Plan provisions upon which the denial is based; 
  
 (3) a statement that the applicant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to his or her claim; and

  
 (4) a statement of the
applicant’s right to bring a civil action under section 502(a) of ERISA. 
  
 (e) Rules and Procedures. The Plan Administrator will establish rules and procedures, consistent with the Plan and with ERISA, as necessary and appropriate in carrying out its responsibilities in
reviewing benefit claims. The Plan Administrator may require an applicant who wishes to submit additional information in connection with an appeal from the denial of benefits to do so at the applicant’s own expense. 
  
 (f) Exhaustion of Remedies. No legal action for benefits under
the Plan may be brought until the claimant (i) has submitted a written application for benefits in accordance with the procedures described by Section 10(a) above, (ii) has been notified by the Plan Administrator that the application is denied,
(iii) has filed a written request for a review of the application in accordance with the appeal procedure described in Section 10(c) above, and 

  

 10. 








 
(iv) has been notified in writing that the Plan Administrator has denied the appeal. Notwithstanding the foregoing, if the Plan Administrator does not
respond to a Participant’s claim or appeal within the relevant time limits specified in this Section 10, then the Participant may bring legal action for benefits under the Plan pursuant to Section 502(a) of ERISA. 
  

	Section	11. BASIS OF PAYMENTS TO AND FROM PLAN.


  
 All benefits under the Plan shall be paid by
the Company. The Plan shall be unfunded, and benefits hereunder shall be paid only from the general assets of the Company. 
  

	Section	12. OTHER PLAN INFORMATION. 

  
 (a) Employer and Plan Identification Numbers. The Employer Identification Number assigned to the Company
(which is the “Plan Sponsor” as that term is used in ERISA) by the Internal Revenue Service is 77-036-5889. The Plan Number assigned to the Plan by the Plan Sponsor pursuant to the instructions of the Internal Revenue Service is 502.

  
 (b) Ending Date for Plan’s Fiscal Year. The
date of the end of the fiscal year for the purpose of maintaining the Plan’s records is December 31. 
  
 (c) Agent for the Service of Legal Process. The agent for the service of legal process with respect to the Plan is Sequenom, Inc., Attn:
Chief Financial Officer, 3595 John Hopkins Court, San Diego, CA 92121-1331. 
  
 (d) Plan Sponsor and Administrator. The “Plan Sponsor” and the “Plan Administrator” of the Plan is Sequenom, Inc., 3595 John Hopkins Court, San Diego, CA
92121-1331. The Plan Sponsor’s and Plan Administrator’s telephone number is (858) 202-9000. The Plan Administrator is the named fiduciary charged with the responsibility for administering the Plan. 
  

	Section	13. STATEMENT OF ERISA RIGHTS. 

  
 Participants in this Plan (which is a welfare benefit plan sponsored by the Company) are entitled to certain rights and
protections under ERISA. If you are a Participant in the Plan, under ERISA you are entitled to: 
  
 Receive Information about the Plan and Your Benefits 
  
 (a) Examine, without charge, at the Plan Administrator’s office and at other specified locations, such as work sites, all documents governing
the Plan and a copy of the latest annual report (Form 5500 Series) filed by the Plan Administrator with the U.S. Department of Labor and available at the Public Disclosure Room of the Pension and Welfare Benefit Administration; 
  
 (b) Obtain, upon written request to the Plan Administrator, copies of
documents governing the operation of the Plan and copies of the latest annual report (Form 5500 Series). The Plan Administrator may make a reasonable charge for the copies; and 
  

 11. 








 (c) Receive a summary of the Plan’s annual financial report. The Plan Administrator is
required by law to furnish each Participant with a copy of this summary annual report. 
  
 Prudent Actions by Plan Fiduciaries 
  
 In addition to creating rights for Plan participants, ERISA imposes duties upon the people who are responsible for the operation of the employee benefit plan. The people who operate the Plan, called
“fiduciaries” of the Plan, have a duty to do so prudently and in the interest of you and other Plan participants and beneficiaries. 
  
 Enforce Your rights 
  
 No one, including your employer or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a Plan
benefit or exercising your rights under ERISA. 
  
 Under ERISA,
there are steps you can take to enforce the above rights. For instance, if you request a copy of Plan documents or the latest annual report from the Plan and do not receive them within 30 days, you may file suit in a Federal court. In such a case,
the court may require the Plan Administrator to provide the materials and pay you up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the Plan Administrator. 
  
 If you have a claim for benefits that is denied or ignored, in whole or in
part, you may file suit in a state or Federal court. In addition, if you disagree with the Plan Administrator’s decision or lack thereof concerning the qualified status of a domestic relations order or a medical child support order, you may
file suit in Federal court. 
  
 If it should happen that the Plan
fiduciaries misuse the Plan’s money, or if you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a Federal court. The court will decide who should pay court
costs and legal fees. If you are successful, the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds your claim is frivolous. 
  
 Assistance with Your Questions 
  
 If you have any questions about the Plan, you should contact the Plan
Administrator. If you have any questions about this statement or about your rights under ERISA, or if you need assistance in obtaining documents from the Plan Administrator, you should contact the nearest office of the Pension and Welfare Benefits
Administration, U.S. Department of Labor, listed in your telephone directory or the Division of Technical Assistance and Inquiries, Pension and Welfare Benefits Administration, U.S. Department of Labor, 200 Constitution Avenue N.W., Washington, D.C.
20210. You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Pension and Welfare Benefits Administration. 
  

 12. 









	Section	14. EXECUTION. 

  
 To record the adoption of the Plan as set forth herein, effective as of the Effective Date, Sequenom, Inc. has caused its duly authorized officer to
execute the same this 28th day of April, 2005. 
  

	
	SEQUENOM, INC.
	
	 /s/ STEVE ZANIBONI

	 Steve Zaniboni
 Chief Financial Officer
 and acting Chief Executive Officer



  

 13. 








 Exhibit A 
  

			
	 PARTICIPANT:

	 	 SUPPLEMENTAL SEVERANCE PERIOD (IN
MONTHS):


	STEVE ZANIBONI	 	6
	ANDREAS BRAUN	 	6
	CHARLES CANTOR	 	6
	CLARKE NEUMANN	 	6
	KARSTEN SCHMIDT	 	3
	MICHAEL TERRY	 	6

  









 EXHIBIT B 
  
 RELEASE AGREEMENT 
  
 I understand and agree completely to the terms set forth in the Sequenom, Inc. Severance Benefit Plan (the “Plan”). I understand that this
release and waiver (the “Release”), together with the Plan, constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and me with regard to the Plan, subject to any and all continuing obligations
of the Company to me under any written employment agreement with the Company that I may have. I am not relying on any promise or representation by the Company that is not expressly stated herein. 
  
 In consideration of benefits I will receive under the Plan and under any
written employment agreement with the Company that I may have (if I am entitled to any benefits under a written employment agreement at the time this release becomes effective), I otherwise hereby generally and completely release the Company and its
directors, officers, employees, shareholders, members, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates, and assigns from any and all claims, liabilities and obligations, both known and
unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring prior to my signing this Release. This Release includes, but is not limited to: (1) all claims arising out of or in any way related to my
employment with the Company or the termination of that employment; (2) all claims related to my compensation or benefits from the Company, including, but not limited to, salary, bonuses, commissions, vacation pay, expense reimbursements, severance
pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (3) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (4) all tort claims,
including, but not limited to, claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (5) all federal, state, and local statutory claims, including, but not limited to, claims for discrimination,
harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as
amended) (“ADEA”), and the California Fair Employment and Housing Act (as amended). 
  
 If I am over the age of 40 years at the time of a Covered Termination (as that term is defined in the Plan), I acknowledge that I am knowingly and
voluntarily waiving and releasing any rights I may have under the ADEA. I also acknowledge that the consideration given under the Release for the waiver and release in the preceding paragraph hereof is in addition to anything of value to which I was
already entitled. I further acknowledge that I have been advised by this writing, as required by the ADEA, that: (A) my waiver and release do not apply to any rights or claims that may arise on or after the date I execute this Release; (B) I should
consult with an attorney prior to executing this Release; (C) I have 21 days to consider this Release (although I may choose to voluntarily execute this Release earlier); (D) I have seven days following my execution of this Release to revoke the
Release; and (E) this Release shall not be effective until the date upon which the revocation period has expired, which shall be the eighth day after I execute this Release. 
  

 2. 








 If I am not over the age of 40 years at the time of a Covered Termination (as that term is defined
in the Plan), I understand and agree that I will have ten days to consider and execute this release and that it shall be effective upon such execution. 
  

I represent that I have not filed any claims against the Company, and agree that, except as such waiver may be prohibited by statute, I will not file
any claim against the Company or seek any compensation for any claim other than the payments and benefits referenced herein. I agree to indemnify and hold the Company harmless from and against any and all loss, cost, and expense, including, but not
limited to court costs and attorney’s fees, arising from or in connection with any action which may be commenced, prosecuted, or threatened by me or for my benefit, upon my initiative, or with my aid or approval, contrary to the provisions of
this Release. 
  
 I acknowledge that I have read and understand
Section 1542 of the California Civil Code which reads 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 him must
have materially affected his settlement with the debtor.” I hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to my release of any claims I may
have against the Company, its affiliates, and the entities and persons specified above. 
  
 This release is not intended to release any continuing obligations of the Company to me, if any, under any written employment agreement that I may have with the Company.  
  

			
	 
		
	 Name:
	 	 
		
	 Date:
	 	 


  

 3.