Exhibit 10.13


 





 


December 15, 2008


 


Dr. Ken
Bloom


Clarient, Inc.


31
Columbia


Aliso
Viejo, CA  92656


 


Dear
Ken:


 


Clarient Inc., (“Clarient”) and Clarient Pathology Services, Inc.,
a California professional corporation that employs professional medical staff
that perform professional medical services (the “Company”) are pleased to enter
into this letter agreement (the “Letter Agreement”) with you (the “Executive”)
which will address the terms of Executive’s employment with the Company and
Clarient.  The Company and Clarient
consider it essential to their best interests to attract and foster the
continuous employment of key management personnel and the arrangements
described in this Letter Agreement are intended to address that goal.


 


1.                                       Duties.  Executive will continue to serve as Chief
Medical Director of the Company and will also continue to serve as an employee
of Clarient.  With respect to services
other than professional pathology services rendered on behalf of Company,
Executive shall report to the Chief Executive Officer of Clarient.  As set forth in more detail below, all
compensation to Executive under this Letter Agreement other than equity
compensation shall be paid by the Company and all equity compensation shall be
paid by Clarient.  For the avoidance of
doubt, under no circumstances shall Clarient compensate Executive for the
provision of professional pathology services as Chief Medical Director of the
Company or pursuant to the Professional Services Agreement between Company and
Clarient.  This Letter Agreement amends,
restates and supersedes in its entirety the employment letter agreement, dated
as of August 2, 2004, between Executive and Clarient.


 


2.                                       Term.  Notwithstanding anything to the contrary,
Executive’s employment relationship with the Company and Clarient is employment
“at will”.  Executive’s employment with
the Company and Clarient may be terminated by Clarient, on the one hand, or by
Executive, on the other hand, at any time (subject to the notice provision
below), in each case without any liability or obligation, except as set forth
in this Letter Agreement. If Executive terminates his employment, he shall give
the Company and Clarient written notice of such termination not less than
thirty (30) days prior to the effective date of such termination.  In light of the severance benefits provided
for in Section 6, the Company and Clarient will have no obligation to give
Executive prior notice of any such termination by the Company or Clarient
(whether or not such termination is without cause).


 


3.                                       Compensation.


 


(a)                                  Base Salary.  During the term of Executive’s employment,
Executive will receive a base salary of $450,000 per annum (effective October 20,
2008), payable by the Company in biweekly increments, subject to annual salary
and performance review 


 


1

















 


and potential salary increase (but not reductions) at the sole
discretion of the Company, subject to Clarient’s approval.


 


(b)                                 Bonus.  Executive will be eligible for a
performance-based bonus as a participant in the Company’s Management Incentive
Plan (“MIP”) (target incentives as determined by the Compensation Committee of
Clarient’s Board of Directors) with an annual target payment of 50% of base
salary, pro-rated for the number of months of services in any given year.  Potential exists to receive as much as twice
this figure based on achievement of Clarient and personal objectives.  Any bonus that becomes payable under this
subsection (b) shall be paid in accordance with the Company’s past
practices under the MIP, but in no event after the later of (i) the 15th
day of the third month following Executive’s first taxable year in which such
bonus is no longer subject to a substantial risk of forfeiture, and (ii) the
15th day of the third month following the first taxable year of the Company in
which such bonus is no longer subject to a substantial risk of forfeiture, as
determined in accordance with Section 409A of the Internal Revenue Code of
1986, as amended (the “Code”) and any Treasury Regulations and other guidance
issued thereunder.  Notwithstanding
anything herein to the contrary, for purposes of calculating any bonus that may
become payable to Executive under the MIP in respect of calendar year 2008 (if
any), Executive’s base salary shall be deemed to be $423,750, representing the
Executive’s 2008 weighted average salary.


 


4.                                       Change of Control/Equity
Grants.  If Executive remains employed
by the Company and Clarient through the occurrence of a Change of Control (as
defined below), then, notwithstanding anything to the contrary contained in the
stock option agreements by and between Clarient and Executive identified on
Schedule 1 hereto (the “Option Agreements”), all shares subject to the stock
options granted under the Option Agreements shall vest and become exercisable
immediately prior to the consummation of such Change of Control.  In addition, with respect to the stock option
granted to Executive by Clarient on April 3, 2006, the parties agree that
48,000 shares which were covered by such stock option and which were subject to
performance vesting conditions, which conditions were not attained, did not
vest, and for the avoidance of doubt, such stock option shall not be
exercisable with respect to such 48,000 shares and is hereby cancelled with
respect thereto; however, this provision shall have no effect on the 32,000
shares which were covered by such stock option, but which were not subject to
performance vesting conditions.  To the
extent inconsistent with the Option Agreements, this Section 4 shall
constitute an amendment to the Option Agreements and, except as expressly
provided herein, all terms and conditions of the Option Agreements shall remain
in full force and effect. Additional equity grants may be awarded by action of
Clarient’s Board of Directors or a duly authorized committee of the Board and,
if made, will be made in a manner commensurate with senior executives, the
terms and conditions of which shall be as determined under the Clarient’s 2007
Incentive Awards Plan and by Clarient’s Board of Directors or Compensation
Committee thereof.


 


5.                                       Fringe Benefits.


 


(a)          Executive will be paid a car allowance at the rate
of $600 per month, paid on a monthly basis. 
Without limiting the Company’s obligation pursuant to the preceding sentence,
in no event shall the monthly allowance be made later than December 31 of
the year following the year in which the expense was incurred.  The allowance paid to Executive 


 


2

















 


in one year shall not affect the allowance paid to Executive in any
subsequent year and shall not be subject to liquidation in favor of any other
benefit.


 


(b)         Executive is eligible for group life and accidental
death and dismemberment insurance in an amount equal to one times the Executive’s
annual base salary not to exceed $600,000 (assuming that Executive meets normal
insurability requirements).  If
insurability requirements cannot be met, the maximum amount of group life
insurance benefit is $225,000.  Executive
will be offered the opportunity to purchase voluntary life insurance for
himself and his spouse and children, if applicable; and otherwise be eligible
to participate in all other benefits programs offered generally by the Company
to its other executives, including medical, dental, and vision insurance, short
and long term disability insurance, 401(k) Plan, flexible spending account
(Section 125) plan and employee assistance program.


 


(c)          The Company will pay the cost of Executive’s
malpractice insurance each year as premiums are incurred.


 


(d)         Executive will also be entitled twenty-two (22) days
of vacation per annum which will accrue at the rate of 6.77 hours per pay
period.  Executive may not accrue more
than forty (40) hours above his eligible vacation allowance per year.  All vacation accrued will carry over year to
year; however, the point at which the total number of vacation hours accrued
exceeds the maximum allowable, no additional accruals will be earned until the
amount is reduced below the maximum.


 


(e)          Executive shall be covered by Clarient’s directors
and officers liability insurance policies and indemnification policies on the
same terms and conditions as apply to Clarient’s other senior executives.  This provision shall survive termination of
this Agreement and shall not be covered by the release contemplated by Section 6(d).


 


6.                                       Severance
Payments.   Subject to
the provisions of subsection (d) and Section 11  below
and the other terms and conditions of this Letter Agreement, in the event
Executive has incurred a Separation from Service (within the meaning of Section 409A(a)(2)(A)(i) of
the Code, and Treasury Regulation Section 1.409A-1(h)) (“Separation from
Service”) from the Company and Clarient by reason of a termination of Executive’s
employment: (i) by the Company, at Clarient’s request, without “cause”, (ii) by
Executive for “good reason” within twelve months after a Change of Control, or (iii) by
Executive as a result of Executive’s death or disability (any of the foregoing
being a “Severance Termination”), the Company will provide Executive the
benefits described in this Section 6, which shall be the only severance
benefits or other payments with respect to Executive’s employment with the
Company to which Executive shall be entitled. 
Without limiting the generality of the foregoing, these benefits are in
lieu of all salary, bonuses and vacation accruals (except for salary, bonuses
and vacation accruals for periods ending on the date of termination as provided
in Section 8 below) and other rights Executive may have against the
Company, Clarient or any of their respective affiliates.


 


(a)                                  If a Severance
Termination occurs, Executive will receive payment of an amount equal to twelve
(12) months of his base salary in effect at the time of the Severance
Termination.


 


(b)                                 Upon a
Severance Termination, Executive will be able to exercise any options which
have become vested and exercisable on or before the termination date and until
the earlier of (i) the first anniversary of the date of termination or (ii) the
expiration date of the option.


 


3

















 


To the extent inconsistent with any Option
Agreement, this Section 6(b) shall constitute an amendment to such
Option Agreement and, except as expressly provided herein, all terms and
conditions of such Option Agreement shall remain in full force and effect.


 


(c)                                  Upon a
Severance Termination, Executive will receive continued coverage under the
Company’s medical and health plans in accordance with COBRA rules and
regulations following the termination date (including any period as may be
required by law), provided that coverage will end if Executive obtains
comparable coverage from a subsequent employer or otherwise ceases to be
eligible for COBRA benefits.  If
Executive chooses such continuation health insurance coverage, Executive will
only pay the amount paid by Executive during his employment and the Company
will subsidize the remaining costs which are normally the responsibility of the
former employee for twelve months or until Executive obtains insurance through
another employer, whichever occurs sooner. Thereafter, Executive shall be
solely responsible for paying the premiums for COBRA continuation coverage. If
Executive ceases to be eligible for COBRA because the Company does not pay the
premiums for its existing or group insurance policy or the Company ceases to
have a group healthcare plan, the Company will pay Executive, for any portion
of the period referred to above during which Executive’s COBRA eligibility
ceases for such reasons, the amount of the premium it would have had to pay for
Executive’s coverage under the then existing, or if none, the most recently
existing, healthcare insurance policy. 
Executive should consult with the Company’s Manager of Human Resources
concerning the process for assuming ownership of and continued premium payments
for any life insurance policy.  Executive
will be reimbursed in accordance with Company policies promptly for all of
Executive’s reasonable and necessary business expenses incurred on behalf of
the Company prior to Executive’s termination date.  Without limiting the Company’s obligation
under the preceding sentence, the reimbursement of any expense under this
subsection (c) shall be made no later than December 31 of the year
following the year in which the expense was incurred.


 


(d)                                 All
compensation and benefits described above in (a) through (c) of this Section 6
will be contingent upon (i) Executive’s execution of a release of all
claims against the Company and Clarient substantially in the form of Exhibit A
and expiration of the seven-day revocation period referred to in the release,
and (ii) Executive’s not engaging in any Solicitation (as defined in Section 7
of this Letter Agreement) during the period of his employment by the Company or
the one-year period following Executive’s termination date.


 


(e)                                  Subject to Section 11  below, the Company will pay Executive the amount described
in (a) above in equal bi-weekly installments for a period of twelve (12)
months with the first payment being payable on the date when the seven-day
revocation period referred to below with respect to the release expires.  The Company will prepare the final release
(which will be substantially in the form attached as Exhibit A to this
Letter Agreement) and deliver it to Executive within five business days of
Executive’s termination of employment. 
Executive will have twenty-one (21) days in which to consider the
release although Executive may execute it sooner.  Please note that the release has a revocation
period of seven days.


 


(f)                                    In this Letter
Agreement, the term “cause” means (a) Executive’s
failure to adhere to any lawful written policy of the Company or Clarient
(unless Executive’s failure to adhere is at the request of the Board of
Clarient) if Executive has been given a reasonable opportunity to comply with
such policy and cure Executive’s failure to comply (which reasonable
opportunity to cure must be granted for a period of at least ten days and up to
thirty days, if reasonable); (b) Executive’s appropriation (or attempted
appropriation) of a business opportunity of the Company or Clarient, including
attempting to secure or securing any personal profit in connection with any
transaction entered into on behalf of the Company or Clarient; (c) Executive’s
misappropriation (or


 


4

















 


attempted misappropriation) of any of the Company’s or Clarient’s funds
or property (including without limitation trade secrets and other intellectual
property); or (d) Executive’s conviction of, or Executive’s entering of a
guilty plea or plea of no contest with respect to, a felony or the equivalent
thereof.  In this Letter Agreement, the
term “good reason” means (i) Executive’s
assignment (without Executive’s consent) at Clarient’s request to a position,
title, responsibilities, or duties of a materially lesser status or degree of
responsibility than the position, responsibilities, or duties of Chief Medical
Director of the Company, or (ii) the relocation at Clarient’s request of the
Company’s offices at which Executive is principally employed to a location
which is more than thirty miles from the location of the Company’s principal
offices on the date of this Letter Agreement; provided, however, that Executive
must have given the written notice to the Company and Clarient that Executive
believes he has the right to terminate employment for good reason, within
ninety (90) days of the initial occurrence of such event, and the Company and
Clarient fail to eliminate the good reason within fifteen (15) days after
receipt of the notice.  Further,
Executive’s termination of employment must occur within 2 years from the
initial occurrence of an event that constitutes good reason.


 


(g)                                 In this Letter
Agreement, the term “Change of Control” means (a) the issuance, sale,
transfer or acquisition of shares of capital stock of Clarient (including a
transfer as a result of death, disability, operation of law, or otherwise) in a
single transaction or a group of related transactions, as a result of which any
entity, person, or group (other than Safeguard Scientifics, Inc. and/or
its affiliates) acquires the beneficial ownership of newly issued, outstanding
or treasury shares of the capital stock of Clarient having 50% or more of the
combined voting power of Clarient’s then outstanding securities entitled to
vote for at least a majority of the authorized number of directors of Clarient
or (b) any merger, consolidation, sale of all or substantially all the
assets or other comparable transaction as a result of which all or
substantially all of the assets and business of Clarient are acquired directly
or indirectly by another entity (except Safeguard Scientifics, Inc. and/or
any of its affiliates).  An “affiliate”
of an entity is an entity controlling, controlled by, or under common control
with the entity specified, directly or indirectly through one or more
intermediaries.  “Group” shall have the
same meaning as in section 13(d) of the Securities Exchange Act of
1934, and “beneficial ownership” shall have the meaning set forth in Rule 13d-3
of the Securities and Exchange Commission adopted under the Securities Exchange
Act of 1934.


 


(h)                                 Executive will
not be required to mitigate the amount of any payment provided for in this
Letter Agreement by seeking other employment or otherwise and Executive shall
be entitled to receive the severance payments provided in this Section 6
without regard to whether Executive obtains other employment or enters into
other service relationships, provided Executive does not violate any of his
obligations under this Section 6.


 


(i)                                     Executive
acknowledges that the arrangements described in this Letter Agreement will be
the only obligations of the Company, Clarient, or their respective affiliates
in connection with any determination by the Company or Clarient to terminate
Executive’s employment with the Company and Clarient.  This Letter Agreement does not terminate,
alter, or affect Executive’s rights under any plan or program of the Company in
which Executive may participate, except as explicitly set forth herein.  Executive’s participation in such plans or
programs will be governed by the terms of such plans and programs.


 


7.                                       Definitions of
Competition and Solicitation.


 


(a) [Intentionally
Deleted].


 


5

















 


(b)                                 For purposes of
Section 6(d) of this Letter Agreement “Solicitation” shall mean (A) soliciting,
enticing, or inducing any Customer (as defined below) to become a client,
customer, OEM, distributor, or reseller of the laboratory services business of
any other person, firm or corporation with respect to products or services
which are competitive with products or services then sold or under development
by the Company’s or Clarient’s reference laboratory services business or to
cease doing business with the Company or Clarient or authorizing or knowingly
approving the taking of such actions by any other person or (B) soliciting,
enticing, or inducing directly or indirectly, or hiring any person who
presently is or at any time during the term hereof shall be an employee of the
Company or Clarient to become employed by any other person, firm or corporation
or to leave his or her employment with the Company or Clarient or authorizing
or approving any such action by any other person or entity.  Providing a reference for an employee of the
Company or Clarient will not, however, constitute Solicitation if the employee
has decided to leave the employ of the Company or Clarient, is seeking other
employment, and requests the reference.


 


(c)                                  For purposes of
this Section 7, “Customer” means any person or entity which at the time of
determination, if made prior to termination of employment, or, after
termination of employment, at the time of such termination, shall be, or shall
have been within one year prior to such time, a client, customer, OEM,
distributor, or reseller of the Company or Clarient.


 


(d)                                 Executive
acknowledges (i) that his experience and capabilities are such that the
conditions in Section 6(d) to his receiving the severance benefits
referred to in Section 6 will not prevent him from obtaining employment or
otherwise earning a living at the same general economic benefit as reasonably
required by him without losing the severance benefits and (ii) that he
has, prior to the execution of this Letter Agreement, reviewed this Letter
Agreement with his legal counsel. 
Executive acknowledges that the provisions contained in this Section 7
and in Section 6(d) are reasonable and necessary to protect the
legitimate business interests of the Company and Clarient, and that the Company
and Clarient would not have entered into this Letter Agreement in the absence
of such provisions.


 


8.                                       Other Payments
in the Event of Termination of Employment.  In the event of termination of Executive’s
employment for any reason, Executive will be entitled to receive upon such
termination payment of all accrued, unpaid salary to the date of
termination.  In addition, in the event
of termination of Executive’s employment for any reason other than by the
Company or Clarient for “cause”, Executive will be entitled to receive upon
such termination a “pro rata portion” of his “bonus for the year of termination”
(as those terms are defined below) payable no later than March 15th of the
year following that in which such termination occurs.  “Pro rata portion” means the number of days
in the calendar year of termination up to and including the date of termination
divided by the total number of days in that full calendar year.  The “bonus for the year of termination” means
the amount Executive would have been likely to earn if he had been employed for
the full year, as determined in good faith by the Board of Directors of
Clarient or a committee thereof.


 


9.                                       Withholding;
Nature of Obligations.  The
Company or Clarient, as applicable, will withhold applicable taxes and other
legally required deductions from all payments to be made hereunder.  The Company’s obligations to make payments
under this Letter Agreement are unfunded and unsecured and will be paid out of
the general assets of the Company.


 


10.                                 Representations and Covenants of Executive. 
Executive represents and warrants to the Company and Clarient that: (a) he
has full power and authority to enter into this Letter Agreement and to perform
his duties hereunder, (b) the execution and delivery of this Letter
Agreement and the performance of his duties hereunder shall not result in an
actual (as opposed to merely asserted) 


 


6

















 


breach
of, or constitute an actual (as opposed to merely asserted) default under, any
agreement or obligation to which he may be bound or subject, including without
limitation any obligations of confidentiality, noncompetition, nonsolicitation
or use of information, (c) this Letter Agreement represents a valid, legally
binding obligation on him and is enforceable against him in accordance with its
terms except as the enforceability of this Letter Agreement may be subject to
or limited by general principles of equity and by bankruptcy or other similar
laws relating to or affecting the rights of creditors, (d) to Executive’s
knowledge, the services contemplated by this Letter Agreement do not (i) infringe
any third party’s copyright, patent, trademark, trade secret or other
proprietary right, or (ii) violate any law, statute, ordinance or
regulation, and (e) Executive has resigned from all positions as an
employee, officer, director or executive of prior employers. Executive
covenants to the Company and Clarient that during his employment with the
Company and Clarient (a) he shall not (i) intentionally use, in
connection with his employment with the Company and Clarient , any confidential
or proprietary information or materials belonging to any third person or
entity, or (ii) knowingly violate any law, statute, ordinance or
regulation and (b) he shall not breach (i) any agreement with any
third party to keep in confidence any confidential or proprietary information,
knowledge or data acquired prior to his execution of this Letter Agreement or (ii) any
obligations of confidentiality, noncompetition, nonsolicitation or use of
information.


 


11.                                 Section 409A.


 


(a)                                  Notwithstanding
anything to the contrary in this Letter Agreement, if at the time of Executive’s
Separation from Service with the Company, Executive is a “specified employee”
as defined in Section 409A of the Code, as determined by the Company in
accordance with Section 409A of the Code, and the deferral of the
commencement of any payments or benefits otherwise payable hereunder as a
result of such Separation from Service is necessary in order to prevent any
accelerated or additional tax under Section 409A of the Code, then the
Company will defer the commencement of the payment of any such payments or
benefits hereunder (without any reduction in the payments or benefits
ultimately paid or provided to Executive) until the date that is at least six (6) months
following Executive’s Separation from Service with the Company (or the earliest
date permitted under Section 409A of the Code), whereupon the Company will
pay Executive a lump-sum amount equal to the cumulative amounts that would have
otherwise been previously paid to Executive under this Letter Agreement during
the period in which such payments or benefits were deferred.  Thereafter, payments will resume in accordance
with this Letter Agreement.


 


(b)                                 With respect to
the provisions of this Letter Agreement which provide for “nonqualified
deferred compensation” within the meaning of Section 409A of the Code,
this Letter Agreement shall comply with the provisions of Section 409A of
the Code and the Regulations thereunder and shall be so interpreted, construed
and administered.


 


(c)                                  In the event
that following the date hereof the Company, Clarient or Executive reasonably
determines that any compensation or benefits payable under this Letter
Agreement may become subject to taxes, interest or penalties imposed under Section 409A
of the Code, the Company, Clarient and Executive shall work together to adopt
such amendments to this Letter Agreement or adopt other policies or procedures
(including amendments, policies and procedures with retroactive effect), or
take any other commercially reasonable actions necessary or appropriate, to (i) exempt
the compensation and benefits payable under this Letter Agreement from Section 409A
of the Code and/or preserve the intended tax treatment of the compensation and
benefits provided with respect to this Letter Agreement or (ii) comply
with the requirements of Section 409A of the Code and related Department
of Treasury guidance.


 


7

















 


12.                                 Miscellaneous.  This
Letter Agreement will inure to the benefit of Executive’s personal
representatives, executors, and heirs. 
In the event Executive dies while any amount payable under this Letter
Agreement remains unpaid, all such amounts will be paid to the parties legally
entitled thereto in accordance with the terms and conditions of this Letter
Agreement.  No term or condition set
forth in this Letter Agreement may be modified, waived, or discharged unless such
waiver, modification, or discharge is agreed to in writing and signed by
Executive, the Company, and an officer of Clarient authorized to sign such
writing by the Board of Directors of Clarient or an authorized committee
thereof.  This Letter Agreement will be
construed and enforced in accordance with the laws of the State of California
without regard to the conflicts of laws of any state.  Any controversy or claim arising out of or
relating to this Letter Agreement, or the breach thereof, will be settled by
arbitration in Los Angeles or Orange County, California in accordance with the
National Rules for the Resolution of Employment Disputes of the American
Arbitration Association, using one arbitrator, and judgment upon the award
rendered by the arbitrator may be entered in any court of competent
jurisdiction.


 


13.                                 Limit on Payments by the Company and Clarient. 
Executive shall bear all expense of, and be solely responsible for, all
federal, state, local or foreign taxes due with respect to any payment received
hereunder, including, without limitation, any excise tax imposed by Section 4999
of the Code; provided, however, that any payment or benefit received or to be
received by Executive in connection with a Change of Control or the termination
of Executive’s employment (whether payable pursuant to the terms of this Letter
Agreement (“Contract Payments”) or any other plan, arrangements or agreement
with the Company or any affiliate (collectively with the Contract Payments, the
“Total Payments”) shall be reduced to the extent necessary so that no portion
thereof shall be subject to the excise tax imposed by Section 4999 of the
Code but only if, by reason of such reduction, the net after-tax benefit
received by Executive shall exceed the net after-tax benefit received by
Executive if no such reduction was made. 
For purposes of this Section 13, “net after-tax benefit” shall mean
(i) the total of all payments and the value of all benefits which
Executive receives or is then entitled to receive from the Company or Clarient
that would constitute “parachute payments” within the meaning of Section 280G
of the Code, less (ii) the amount of all federal, state and local income
taxes payable with respect to the foregoing calculated at the maximum marginal
income tax rate for each year in which the foregoing shall be paid to Executive
(based on the rate in effect for such year as set forth in the Code as in
effect at the time of the first payment of the foregoing), less (iii) the
amount of excise taxes imposed with respect to the payments and benefits
described in (i) above by Section 4999 of the Code.  The foregoing determination shall be made by
a nationally recognized accounting firm (the “Accounting Firm”) selected by
Clarient and reasonably acceptable to Executive (which may be, but will not be
required to be, Clarient’s independent auditors).  The Accounting Firm shall submit its
determination and detailed supporting calculations to both Executive and
Clarient within fifteen (15) days after receipt of a notice from either
Clarient or Executive that Executive may receive payments which may be “parachute
payments.”  If the Accounting Firm
determines that such reduction is required by this Section 13, Executive,
in Executive’s sole and absolute discretion, may determine which Total Payments
shall be reduced to the extent necessary so that no portion thereof shall be
subject to the excise tax imposed by Section 4999 of the Code, and the
Company shall pay such reduced amount to Executive.  If the Accounting Firm determines that no
reduction is necessary under this Section 13, it will, at the same time as
it makes such determination, furnish Executive and the Company an opinion that
Executive shall not be liable for any excise tax under Section 4999 of the
Code.  Executive, the Company and
Clarient shall each provide the Accounting Firm access to and copies of any
books, records, and documents in the possession of Executive, the Company or
Clarient, as the case may be, reasonably requested by the Accounting Firm, and
otherwise cooperate with the Accounting Firm in connection with the preparation
and issuance of the determinations and calculations contemplated by this Section 13.  The fees and expenses of the Accounting Firm
for its services in connection with the determinations and calculations
contemplated by this Section 13 shall be borne by the Company.


 


8

















 


If
this Letter Agreement sets forth our agreement on the subject matter hereof,
kindly sign and return to us the enclosed copy of this letter which will then
constitute our legally binding agreement on this subject and supersedes any
prior discussions or agreements on this subject.


 


 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
  Clarient, Inc.

  
	
   

  	
   

  
	
   

  	
  /s/
  Ronald Andrews

  
	
   

  	
  By:
  Ronald Andrews

  
	
   

  	
  Title:
  CEO

  
	
   

  	
   

  
	
   

  	
  Clarient
  Pathology Services, Inc.

  
	
   

  	
   

  
	
   

  	
  /s/
  Ken Bloom

  
	
   

  	
  By:
  Ken Bloom

  
	
   

  	
  Title:
  President

  



 


 


I
agree to the terms and conditions of this Letter Agreement


 


 


	
  /s/
  Ken Bloom

  	
   

  
	
  Ken
  Bloom

  	
   

  



 


9