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EXHIBIT 10.15




DIONEX CORPORATION




CHANGE IN CONTROL SEVERANCE BENEFIT PLAN




Section 1.       Introduction.




               The Dionex Corporation Change in Control Severance Benefit Plan (the “Plan”) was established
effective October 5, 2001. The purpose of the Plan is to provide for the payment of severance
benefits to certain eligible employees of Dionex Corporation (the “Company”) whose employment with
the Company is terminated following a Change in Control. This Plan shall supersede any severance
benefit plan, policy or practice previously maintained by the Company. This Plan document also is
the Summary Plan Description for the Plan.



Section 2.       Definitions.




               For purposes of the Plan, the following terms are defined as follows:



               (a)       “Base Salary” means the Eligible Employee’s annual base salary as in effect during the
last regularly scheduled payroll period immediately preceding the Change in Control or as increased
thereafter.



               (b)       “Board” means the Board of Directors of the Company.



               (c)       “Change in Control” is defined as one or more of the following events:



                           (i)
there is consummated a sale or other disposition of all or substantially all of the assets
of the Company (other than a sale to an entity where at least fifty percent (50%) of the combined
voting power of the voting securities of such entity are owned by the stockholders of the Company
in substantially the same proportions as their ownership of the Company immediately prior to such
sale);



                           (ii) any person, entity or group (other than the Company, a subsidiary or affiliate of the
Company, or a Company employee benefit plan, including any trustee of such plan acting as trustee)
becomes the beneficial owner, directly or indirectly, of securities of the Company representing
fifty percent (50%) or more of the combined voting power of the Company’s then outstanding
securities other than by virtue of a merger, consolidation or similar transaction;



                           (iii) there is consummated a merger, consolidation or similar transaction involving (directly
or indirectly) the Company and, immediately after the consummation of such transaction, the
stockholders immediately prior to the consummation of such transaction do not own, directly or
indirectly, outstanding voting securities representing more than fifty percent (50%) of the
combined outstanding voting power of the surviving entity in such transaction or more than fifty
percent (50%) of the combined outstanding voting power of the parent of the surviving entity in
such transaction; or



                           (iv) there is consummated a merger, consolidation or similar transaction involving (directly
or indirectly) the Company and, immediately after the consummation of such transaction, the
stockholders immediately prior to the consummation of such transaction do not own, directly or
indirectly, outstanding voting securities representing at least seventy percent (70%) of the
combined outstanding voting power of the surviving entity in such transaction or at least seventy
percent (70%) of the combined outstanding voting power of the parent of the surviving entity in
such transaction, and the chief executive officer of the Company is not the chief executive officer
of the surviving entity immediately after such transaction.



               (d)       “Company” means Dionex Corporation or, following a Change in Control, the surviving entity
resulting from such transaction.



               (e)       “Constructive Termination” means a voluntary termination of employment by an Eligible
Employee after one of the following is undertaken without the Eligible Employee’s express written
consent:



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                           (i) the assignment to the Eligible Employee of duties or responsibilities that results in a
material diminution in the Eligible Employee’s authority, duties or responsibilities as in effect
immediately prior to the Change in Control; provided, however, that a change in the Eligible
Employee’s title or reporting relationships by itself shall not provide the basis for a
Constructive Termination;



                           (ii) a reduction in the Eligible Employee’s base salary, as in effect immediately prior to the
Change in Control (or as increased thereafter), unless such reduction is made pursuant to an
across-the-board reduction of the base salaries of all similarly situated employees of the Company
of no more than ten percent (10%);



                           (iii) a change in the Eligible Employee’s business location of more than 35 miles from the
business location immediately prior to the Change in Control;



                           (iv) a material breach by the Company of any provisions of the Plan or any enforceable written
agreement between the Company and the Eligible Employee; or



                           (v) any failure by the Company to obtain assumption of the Plan by any successor or assign of
the Company.



               (f)       “Continuation Period” means the period for which an Eligible Employee is entitled to
receive the benefits described in Section 4(c). The Continuation Period is twelve (12) months.



               (g)       “Covered Termination” means an Involuntary Termination Without Cause or a Constructive
Termination, either of which occurs within thirteen (13) months following the effective date of a
Change in Control.



               (h)       “Eligible Employee” means an executive employee of the Company who has been designated by
the Board as an eligible employee, has not entered into an individual severance benefit or change
in control agreement with the Company, and whose employment with the Company terminates due to a
Covered Termination.



               (i)       “Involuntary Termination Without Cause” means an involuntary termination of employment by
the Company other than for one of the following reasons:



                           (i) a refusal or failure to follow the lawful and reasonable directions of the Board of
Directors or individual to whom the Eligible Employee reports, which refusal or failure is not
cured 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 manner
reasonably satisfactory to the Board of Directors that is not cured within 30 days following
delivery 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 has
inflicted 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 will
provide the severance benefits described in Section 4 of the Plan to Eligible Employees. In order
to be eligible to receive benefits under the Plan, an Eligible Employee must execute a general
waiver 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 state
law. Subject to the foregoing, the Company, in its sole discretion, shall determine the form of
the required release.



               (b)       Exceptions to Benefit Entitlement. An employee who otherwise is an Eligible Employee will
not receive benefits under the Plan in any of the following circumstances, as determined by the
Company in its sole discretion:



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                           (i)       The employee has executed an individually negotiated employment contract or agreement with
the Company relating to severance benefits or change in control benefits that is in effect on his
or her termination date.



                           (ii)       The employee’s employment with the Company is involuntarily terminated by the Company
other than in an Involuntary Termination without Cause.



                           (iii)       The employee voluntarily terminates employment with the Company and such termination does
not constitute a Constructive Termination. Voluntary terminations include, but are not limited to,
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 accept
employment with another entity that is wholly or partly owned (directly or indirectly) by the
Company or an affiliate of the Company.



                           (v)       The employee is offered immediate reemployment by a successor to the Company or by a
purchaser of its assets, as the case may be, following a change in ownership of the Company or a
sale of all or substantially all the assets of a division or business unit of the Company. For
purposes of the foregoing, “immediate reemployment” means that the employee’s employment with the
successor to the Company or the purchaser of its assets, as the case may be, results in
uninterrupted employment such that the employee does not suffer a lapse in pay as a result of the
change in ownership of the Company or the sale of its assets.



Section 4.       Amount Of Benefit.




               (a)       Base Salary. Each Eligible Employee shall receive twelve (12) months of Base Salary.
Such amount shall be paid pursuant to the Company’s regularly scheduled 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 average
of 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 a
bonus (or such fewer fiscal years of the Company for which such Eligible Employee was eligible to
receive an annual bonus); provided, however, that if an Eligible Employee’s Covered Termination
occurs 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 performance
through the Covered Termination. Such amount shall be paid in a lump sum and shall be subject to
all required tax withholding.



               (c)       Continued Insurance Benefits. Provided that the Eligible Employee elects continued
coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company
shall pay the portion of premiums of each Eligible Employee’s group medical, dental and vision
coverage, including coverage for the Eligible Employee’s eligible dependents, that the Company paid
prior to the Covered Termination, for the Continuation Period; provided, however, that no such
premium payments shall be made following the effective date of the Eligible Employee’s coverage by
a medical, dental or vision insurance plan of a subsequent employer. Each Eligible Employee shall
be required to notify the Company immediately if the Eligible Employee becomes covered by a
medical, dental or vision insurance plan of a subsequent employer. No provision of this Plan will
affect the continuation coverage rules under COBRA, except that the Company’s payment of any
applicable insurance premiums during the Continuation Period will be credited as payment by the
Eligible 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’s
group medical, dental or vision coverage under COBRA, the length of time during which COBRA
continuation coverage will be made available to the Eligible Employee, and all other rights and
obligations of the Eligible Employee 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 Continuation Period, the
Eligible Employee will be responsible for the entire payment of premiums required under COBRA for
the duration of the COBRA continuation period. For purposes of this Section 4(c), applicable
premiums that will be paid by the Company during the Continuation Period shall not include any
amounts payable 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, each
Eligible Employee shall be credited with full acceleration of vesting for all options outstanding
that the Eligible Employee holds on such date that have not yet vested.



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               (e)       Outplacement Services. On behalf of the Eligible Employee, the Company shall pay for an
executive assistance program for a period not to exceed three (3) months and at a cost not to
exceed $7,500, provided that the Eligible Employee enrolls in the program within six (6) months
following the Covered Termination.



Section 5.       Limitations on Benefits.




               (a)       Release. To receive benefits under this Plan, an Eligible Employee must execute a
release of claims in favor of the Company, in the form attached to this Plan as Exhibit A, Exhibit
B or Exhibit 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
the contrary, any benefits payable to an Eligible Employee under this Plan shall be reduced by any
severance benefits payable by the Company to such individual under any other policy, plan, program
or arrangement, including, without limitation, a contract between the Eligible Employee and any
entity, 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 Employee because 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 or reason, the benefits payable under this Plan shall either be reduced or
eliminated. The benefits provided under this Plan are intended to satisfy any and all statutory
obligations that may arise out of an Eligible Employee’s involuntary termination of employment for
the foregoing reasons, and the Plan Administrator shall so construe and implement the terms of the
Plan.



               (c)       Mitigation. Except as otherwise specifically provided herein, an Eligible Employee
shall not be required to mitigate damages or the amount of any payment provided under this Plan by
seeking other employment or otherwise, nor shall the amount of any payment provided for under this
Plan be reduced by any compensation earned by an Eligible Employee as a result of employment by
another employer or any retirement benefits received by such Eligible Employee after the date of
the Covered Termination.



               (d)       Termination of Benefits. Benefits under this Plan shall terminate immediately if
the Eligible Employee, at any time, violates any proprietary information or confidentiality
obligation to the Company.



               (e)       Non-Duplication of Benefits. No Eligible Employee is eligible to receive benefits
under this Plan more than one time.



               (f)       Indebtedness of Eligible Employees. If a terminating employee is indebted to the
Company or an affiliate of the Company at his or her termination date, the Company reserves the
right to offset 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 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 Internal Revenue Code of
1986, as amended (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 the Payment being subject to the Excise Tax or (y) the largest portion, up
to and including the total, of the 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 Eligible Employee’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 Eligible Employee 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. In
the event that 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
Eligible Employee’s stock awards unless the Eligible Employee elects in writing a different order
for cancellation.



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     The accounting firm engaged by the Company for general audit purposes as of the day prior to
the effective date of the Change in Control shall perform the foregoing calculations. If the
accounting 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 recognized
accounting firm to make the determinations required hereunder. The Company shall bear all expenses
with respect to the determinations by such accounting firm required to be made hereunder.



     The accounting firm engaged to make the determinations hereunder shall provide its
calculations, together with detailed supporting documentation, to the Company and the Eligible
Employee within fifteen (15) calendar days after the date on which the Eligible Employee’s right to
a Payment is triggered (if requested at that time by the Company or the Eligible Employee) or such
other time as requested by the Company or the Eligible Employee. If the accounting 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 Eligible Employee with an opinion
reasonably acceptable to Executive 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 Eligible Employee.



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.



               (b)       Amendment or Termination. The Company reserves the right to amend or terminate this Plan
or the benefits provided hereunder at any time; provided, however, that no such amendment or
termination shall occur following a Change in Control if such amendment or termination would affect
the rights of any persons who were employed by the Company prior to the Change in Control. Any
action amending or terminating the Plan shall be in writing and executed by the chairman of the
Compensation Committee of the Board of Directors of the Company.



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 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 of the Company or (ii) to interfere with the right of the Company to discharge any
employee 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 Employee
Retirement Income Security Act of 1974 (“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 submitted to the Plan
Administrator in writing. The Plan Administrator is:



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Dionex Corporation

Attn: Director of Human Resources

1228 Titan Way

Sunnyvale, CA 94086




               (b)       Denial of Claims. In the event that any application for benefits is denied in whole or in
part, the Plan Administrator must notify the applicant, in writing, of the denial of the
application, and of the applicant’s right to review the denial. The written notice of denial will
be set forth in a manner designed to be understood by the employee and will include specific
reasons for the denial, specific references to the Plan provision upon which the denial is based, a
description of any information or material that the Plan Administrator needs to complete the review
and an explanation of the Plan’s review procedure.



               This written notice will be given to the employee within ninety (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 ninety (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 ninety (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. If
written notice of denial of the application for benefits is not furnished within the specified
time, the application shall be deemed to be denied. The applicant will then be permitted to appeal
the denial in accordance with the Review Procedure described below.



               (c) Request for a Review. Any person (or that person’s authorized representative) for whom an
application for benefits is denied (or deemed denied), in whole or in part, may appeal the denial
by submitting a request for a review to the Plan Administrator within sixty (60) days after the
application is denied (or deemed denied). The Plan Administrator will give the applicant (or his
or her representative) an opportunity to review pertinent documents in preparing a request for a
review. A request for a review shall be in writing and shall be addressed to:



Dionex Corporation

Attn: Director of Human Resources

1228 Titan Way

Sunnyvale, CA 94086



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 Plan
Administrator may require the applicant to submit additional facts, documents or other material as
it may find necessary or appropriate in making its review.




               (d)       Decision on Review. The Plan Administrator will act on each request for review within
sixty (60) days after receipt of the request, unless special circumstances require an extension of
time (not to exceed an additional sixty (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 sixty (60) day period. The Plan Administrator will give prompt,
written notice of its decision to the applicant. In the event that the Plan Administrator confirms
the denial of the application for benefits in whole or in part, the notice will outline, in a
manner calculated to be understood by the applicant, the specific Plan provisions upon which the
decision is based. If written notice of the Plan Administrator’s decision is not given to the
applicant within the time prescribed in this Subsection (d), the application will be deemed denied
on review.



               (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 (or deemed
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 (or the application is deemed denied due to the Plan Administrator’s failure
to act on it within the established time period), (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 (iv)
has been notified in writing that the Plan Administrator has denied the



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appeal (or the appeal is deemed to be denied due to the Plan Administrator’s failure to
take any action on the claim within the time prescribed by Section 10(d) above).




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 94-2647429. The Plan Number assigned to the Plan by the Plan Sponsor pursuant to the
instructions of the Internal Revenue Service is 510.



               (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 June 30.



               (c)       Agent for the Service of Legal Process. The agent for the service of legal process with
respect to the Plan is Dionex Corporation, Attn: Director of Human Resources, 1228 Titan Way,
Sunnyvale, CA 94086.



               (d)       Plan Sponsor and Administrator. The “Plan Sponsor” and the “Plan Administrator” of the
Plan is Dionex Corporation, Attn: Director of Human Resources, 1228 Titan Way, Sunnyvale, CA 94086.
The Plan Sponsor’s and Plan Administrator’s telephone number is (408) 737-0700. The Plan
Administrator is the named fiduciary charged with the responsibility for administering the Plan.



Section 20.       Statement Of ERISA Rights.




     Participants in this Plan (which is a welfare benefit plan sponsored by Dionex Corporation)
are entitled to certain rights and protections under ERISA. An Eligible Employee is considered a
participant in the Plan and, under ERISA, is entitled to:



               (a)       Examine, without charge, at the Plan Administrator’s office and at other specified
locations, such as work sites, all Plan documents and copies of all documents filed by the Plan
with the U.S. Department of Labor, such as detailed annual reports;



               (b)       Obtain copies of all Plan documents and Plan information upon written request to the Plan
Administrator. The Administrator may make a reasonable charge for the copies; and



               (c) Receive a summary of the Plan’s annual financial report, in the case of a plan that is
required to file an annual financial report with the Department of Labor. (Generally, all pension
plans and welfare plans with one hundred (100) or more participants must file these annual
reports.)



     In addition to creating rights for Plan participants, ERISA imposes duties upon the people
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 the
Eligible Employees and other Plan participants and beneficiaries.



     No one, including the employer of the participants or any other person, may fire a participant
or otherwise discriminate against participants in any way to prevent a participant from obtaining a
Plan benefit or exercising his or her rights under ERISA. If a participant’s claim for a Plan
benefit is denied in whole or in part, he or she must receive a written explanation of the reason
for the denial. A participant has the right to have the Plan Administrator review and reconsider
his or her claim.



     Under ERISA, there are steps a participant can take to enforce the above rights. For instance, if
a participant requests materials from the Plan Administrator and does not receive them within
thirty (30) days, he or she may file suit in a federal court. In such a case, the court may
require the Plan Administrator to provide the materials and pay the participant up to $110 a day
until he or she receives the materials, unless the materials were not sent because of reasons
beyond the control of the Plan Administrator. If a



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participant has a claim for benefits that is denied or ignored, in whole or in part, he or she
may file suit in a state or federal court. If it should happen that the Plan fiduciaries misuse
the Plan’s money, or if a participant is discriminated against for asserting his or her rights, the
participant may seek assistance from the U.S. Department of Labor, or he or she may file suit in a
federal court. The court will decide who should pay court costs and legal fees. If the
participant is successful, the court may order the person the participant has sued to pay these
costs and fees. If the participant loses, the court may order the participant to pay these costs
and fees, for example, if it finds his or her claim is frivolous.




     If a participant has any questions about the Plan, the participant should contact the Plan
Administrator. If a participant has any questions about this statement or about his or her rights
under ERISA, the participant should contact the nearest office of the Pension and Welfare Benefits
Administration, U.S. Department of Labor, listed in the 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.



Section 14.       Execution.




               To record the adoption of the Plan as set forth herein, effective as of October 5, 2001,
Dionex Corporation has caused its duly authorized officer to execute the same this ___day of
October, 2001.



	 	 	 	 	 
	 
	 	Dionex Corporation
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	 
	 
	 	 	 	 
	

	 	Title:	 	 
	

	 	 	 	 






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Exhibit A




RELEASE

(Individual Termination, age 40 and older)



I understand and agree completely to the terms set forth in the Dionex Corporation Change in
Control Severance Benefit Plan (the “Plan”). I understand that this 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 subject matter hereof. I am not relying on any promise or
representation by the Company that is not expressly stated herein. Certain capitalized terms used
in this Release are defined in the Plan.



I hereby confirm my obligations under the Company’s proprietary information and inventions
agreement.



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.



Except as otherwise set forth in this Release, I hereby release, acquit and forever discharge
the Company, its parents and subsidiaries, and their officers, directors, agents, servants,
employees, shareholders, successors, assigns and affiliates, of and from any and all claims,
liabilities, demands, causes of action, costs, expenses, attorneys fees, damages, indemnities and
obligations of every kind and nature, in law, equity, or otherwise, known and unknown, suspected
and unsuspected, disclosed and undisclosed (other than any claim for indemnification I may have as
a result of any third party action against me based on my employment with the Company), arising out
of or in any way related to agreements, events, acts or conduct at any time up to and including the
date I execute this Release, including, but not limited to: all such claims and demands directly
or indirectly arising out of or in any way connected with my employment with the Company or the
termination of that employment, including but not limited to, claims of intentional and negligent
infliction of emotional distress, any and all tort claims for personal injury, claims or demands
related to salary, bonuses, commissions, stock, stock options, or any other ownership interests in
the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other
form of compensation; claims pursuant to any federal, state or local law or cause of action
including, but not limited to, the federal Civil Rights Act of 1964, as amended; the federal Age
Discrimination in Employment Act of 1967, as amended (“ADEA”); the federal Employee Retirement
Income Security Act of 1974, as amended; the federal Americans with Disabilities Act of 1990; the
California Fair Employment and Housing Act, as amended; tort law; contract law; wrongful discharge;
discrimination; fraud; defamation; emotional distress; and breach of the implied covenant of good
faith and fair dealing; provided, however, that nothing in this paragraph shall be construed in any
way to release the Company from its obligation to indemnify me pursuant to the Company’s
indemnification obligation pursuant to agreement or applicable law.




     I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have
under ADEA. I also acknowledge that the consideration given under the Plan 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 have the right to consult with an attorney prior to
executing this Release; (C) I have twenty-one (21) days to consider this Release (although I may
choose to voluntarily execute this Release earlier); (D) I have seven (7) 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 (8th)
day after I execute this Release.



	 	 	 	 
	 
	 
	employee

	 
	 

	 
	 
	Name:
	 

	 
	 

	 
	 
	Date:	 







9









 





Exhibit B




RELEASE

(Individual and Group Termination, under age 40)



I understand and agree completely to the terms set forth in the Dionex Corporation Change in
Control Severance Benefit Plan (the “Plan”). I understand that this 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 subject matter hereof. I am not relying on any promise or
representation by the Company that is not expressly stated herein. Certain capitalized terms used
in this Release are defined in the Plan.



I hereby confirm my obligations under the Company’s proprietary information and inventions
agreement.



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.



Except as otherwise set forth in this Release, I hereby release, acquit and forever discharge
the Company, its parents and subsidiaries, and their officers, directors, agents, servants,
employees, shareholders, successors, assigns and affiliates, of and from any and all claims,
liabilities, demands, causes of action, costs, expenses, attorneys fees, damages, indemnities and
obligations of every kind and nature, in law, equity, or otherwise, known and unknown, suspected
and unsuspected, disclosed and undisclosed (other than any claim for indemnification I may have as
a result of any third party action against me based on my employment with the Company), arising out
of or in any way related to agreements, events, acts or conduct at any time up to and including the
date I execute this Release, including, but not limited to: all such claims and demands directly
or indirectly arising out of or in any way connected with my employment with the Company or the
termination of that employment, including but not limited to, claims of intentional and negligent
infliction of emotional distress, any and all tort claims for personal injury, claims or demands
related to salary, bonuses, commissions, stock, stock options, or any other ownership interests in
the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other
form of compensation; claims pursuant to any federal, state or local law or cause of action
including, but not limited to, the federal Civil Rights Act of 1964, as amended; the federal Age
Discrimination in Employment Act of 1967, as amended (“ADEA”); the federal Employee Retirement
Income Security Act of 1974, as amended; the federal Americans with Disabilities Act of 1990; the
California Fair Employment and Housing Act, as amended; tort law; contract law; wrongful discharge;
discrimination; fraud; defamation; emotional distress; and breach of the implied covenant of good
faith and fair dealing; provided, however, that nothing in this paragraph shall be construed in any
way to release the Company from its obligation to indemnify me pursuant to the Company’s
indemnification obligation pursuant to agreement or applicable law.






	 	 	 	 
	 
	 
	employee

	 
	 

	 
	 
	Name:
	 

	 
	 

	 
	 
	Date:	 







10









 





Exhibit C




RELEASE

(Group Termination, age 40 and older)



I understand and agree completely to the terms set forth in the Dionex Corporation Change in
Control Severance Benefit Plan (the “Plan”). I understand that this 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 subject matter hereof. I am not relying on any promise or
representation by the Company that is not expressly stated herein. Certain capitalized terms used
in this Release are defined in the Plan.



I hereby confirm my obligations under the Company’s proprietary information and inventions
agreement.



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.



Except as otherwise set forth in this Release, I hereby release, acquit and forever discharge
the Company, its parents and subsidiaries, and their officers, directors, agents, servants,
employees, shareholders, successors, assigns and affiliates, of and from any and all claims,
liabilities, demands, causes of action, costs, expenses, attorneys fees, damages, indemnities and
obligations of every kind and nature, in law, equity, or otherwise, known and unknown, suspected
and unsuspected, disclosed and undisclosed (other than any claim for indemnification I may have as
a result of any third party action against me based on my employment with the Company), arising out
of or in any way related to agreements, events, acts or conduct at any time up to and including the
date I execute this Release, including, but not limited to: all such claims and demands directly
or indirectly arising out of or in any way connected with my employment with the Company or the
termination of that employment, including but not limited to, claims of intentional and negligent
infliction of emotional distress, any and all tort claims for personal injury, claims or demands
related to salary, bonuses, commissions, stock, stock options, or any other ownership interests in
the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other
form of compensation; claims pursuant to any federal, state or local law or cause of action
including, but not limited to, the federal Civil Rights Act of 1964, as amended; the federal Age
Discrimination in Employment Act of 1967, as amended (“ADEA”); the federal Employee Retirement
Income Security Act of 1974, as amended; the federal Americans with Disabilities Act of 1990; the
California Fair Employment and Housing Act, as amended; tort law; contract law; wrongful discharge;
discrimination; fraud; defamation; emotional distress; and breach of the implied covenant of good
faith and fair dealing; provided, however, that nothing in this paragraph shall be construed in any
way to release the Company from its obligation to indemnify me pursuant to the Company’s
indemnification obligation pursuant to agreement or applicable law.



I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have
under ADEA. I also acknowledge that the consideration given under the Plan 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 have the right to consult with an attorney prior to
executing this Release; (C) I have forty-five (45) days to consider this Release (although I may
choose to voluntarily execute this Release earlier); (D) I have seven (7) days following my
execution of this Release to revoke the Release; (E) this Release shall not be effective until the
date upon which the revocation period has expired, which shall be the eighth day (8th) after I
execute this Release; and (F) I have received with this Release a detailed list of the job titles
and ages of all employees who were terminated in this group termination and the ages of all
employees of the Company in the same job classification or organizational unit who were not
terminated.





	 	 	 	 
	 
	 
	employee

	 
	 

	 
	 
	Name:
	 

	 
	 

	 
	 
	Date:	 










11