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4. **Expense Reimbursement.** The Executive shall be entitled to receive promptreimbursement for all reasonable and customary expenses incurred by Executive in performingservices hereunder, including all expenses of travel and living expenses while away from homeon business or at the request of, and in the service of Gen-Probe; provided, that suchexpenses are incurred and accounted for in accordance with the policies and proceduresestablished by Gen-Probe. To the extent that reimbursements made pursuant to this Agreementare subject to the provisions of Section 409A of the Internal Revenue Code of 1986, as amended(the “Code”), (a) the reimbursement shall be made in the no later than December 31 of thecalendar year following the year in which the expense was incurred, (b) the amount of expensesreimbursed in one year shall not affect the amount eligible for reimbursement in anysubsequent year, and (c) the Executive’s right to reimbursement under this Section 4 will notbe subject to liquidation or exchange for another benefit. 5. **Indemnification.** Gen-Probe shall indemnify the Executive to the maximum extentpermitted by law and by the by-laws of Gen-Probe if the Executive is made a party, orthreatened to be made a party, to any threatened or pending legal action, suit or proceeding,whether civil, criminal, administrative or investigative, by reason of the fact that theExecutive is or was an officer, director or employee of Gen-Probe or any subsidiary oraffiliate thereof, in which capacity the Executive is or was serving at Gen-Probe’s request,against reasonable expenses (including reasonable attorneys’ fees), judgments, fines andsettlement payments incurred by Executive in connection with such action, suit or proceeding. 6. **Termination.** The Executive may terminate his or her employment hereunder at anytime, with or without Good Reason (as defined below) upon written notice to Gen-Probe. IfExecutive contends that Good Reason exists for his or her termination, such notice shallspecifically and expressly state the grounds which Executive contends constitute Good Reason.Gen-Probe may terminate the Executive’s employment hereunder at any time, subject to the termsof this Agreement, with or without Cause (as defined below) upon written notice to theExecutive. If this Agreement is terminated, all compensation and benefits other thanseverance benefits described in Section 7 below, to the extent applicable, shall immediatelycease, except that the Executive will be entitled, through the date of termination, to paymentof Executive’s salary and benefits under Gen-Probe benefit programs and plans in accordancewith their terms.   As used in this Agreement, “Good Reason” shall mean any of the following events that arenot consented to by the Executive: (i) a substantial and material diminution in theExecutive’s duties and responsibilities hereunder; (ii) the location of the Executive’sassignment on behalf of Gen-Probe is moved to a location more than 30 miles from itspresent location; (iii) a reduction of more than ten percent (10%) in the Executive’s basesalary or in the Executive’s benefits received from Gen-Probe; (iv) the failure ofGen-Probe to obtain a satisfactory agreement from any other successor to Gen-Probe toassume and
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  agree to perform this Agreement; or (iv) a material breach by Gen-Probe of its obligationsunder this Agreement after notice in writing from the Executive and a reasonableopportunity for Gen-Probe to cure or substantially mitigate any material adverse effect ofsuch breach. The Executive’s consent to any event which would otherwise constitute GoodReason shall be conclusively presumed if the Executive does not exercise his or her rightsto terminate this Agreement for Good Reason under this section within ninety (90) days ofnotice of the event.  As used in this Agreement, “Cause” shall mean any of the following events: (i) any act ofgross or willful misconduct, fraud, misappropriation, dishonesty, embezzlement or similarconduct on the part of Executive; (ii) the Executive’s conviction of a felony or any crimeinvolving moral turpitude (which conviction, due to the passage of time or otherwise, isnot subject to further appeal); (iii) the Executive’s misuse or abuse of alcohol, drugs orcontrolled substances and failure to seek and comply with appropriate treatment; (iv)willful and continued failure by the Executive to substantially perform his or her dutiesunder this Agreement (other than any failure resulting from disability or from terminationby the Executive for Good Reason) as determined by a majority of the Board after writtendemand from the Board of Directors for substantial performance is delivered to theExecutive, and the Executive fails to resume substantial performance of his or her dutieson a continuous basis within 30 days of such notice; (vi) the death of the Executive; or(vii) the Executive becoming disabled such that Executive is not able to perform his or herusual duties for Gen-Probe for a period in excess of six (6) consecutive calendar months. 7. **Severance Benefits in Certain Events.** If Gen-Probe terminates the Executive’semployment for reasons other than for Cause, or if the Executive terminates his employment forGood Reason (provided that (i) Executive notified Gen-Probe of his or her intent to resign forGood Reason within 90 days of the initial existence of the condition giving rise to GoodReason (a “Good Reason Condition”) and provides Gen-Probe with a period of 30 days duringwhich it may remedy the Good Reason Condition, (ii) Gen-Probe did not remedy the Good ReasonCondition during such period, and (iii) Executive terminated for Good Reason based on thecondition specified in the notice, and such resignation occurs within one year after theinitial existence of such Good Reason Condition), and such termination constitutes a“separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h) (a“Separation from Service”), the Executive shall be entitled to receive as liquidated damages,the following severance benefits: (a) **Salary.**(i) Unless the Executive’s termination under this Section 7 occurs within eighteen(18) months after a Change in Control, the Executive shall continue to receive hisbase salary, at the rate in effect at the time of his termination of employment, inmonthly installments following termination
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and continuing for an aggregate period of six (6) months (the “Salary ContinuationPeriod”), except that any payments that would otherwise have been made before thesixtieth (60th) day after the date of termination of the Executive’s employment(the “First Payment Date”) shall be made on the First Payment Date.(ii) If the termination under this Section 7 occurs in connection with a Changein Control, then the Executive shall receive a lump sum payment as described inthis Section 7(a)(ii). For purposes of this Agreement, “Change in Control” shallhave the meaning set forth on Attachment “1” to this Agreement (herebyincorporated by reference). A termination shall be “in connection with” a Changein Control if the termination occurs within the period six (6) months prior to oreighteen (18) months after a Change in Control (and in the event that thetermination occurs during the six (6) months prior to a Change in Control,subject to the consummation of the Change in Control and the transactionconstituting a change in the ownership or effective control of Gen-Probe or achange in the ownership of a substantial portion of the assets of Gen-Probe, asdescribed in Treasury Regulation Section 1.409A-3(i)(5)). The lump sum paymentwill be payable on the later of (A) five (5) days after the Change in Control, or(B) sixty (60) days after the date of the termination of employment. If thetermination occurred within the six (6) months prior to a Change in Control, theamount of the lump sum payment pursuant to this Section 7(a)(ii) shall be equalto six (6) months’ base salary (and shall be in addition to the installmentpayments described in Section 7(a)(i)); if the termination occurs within eighteen(18) months after a Change in Control, the amount of the lump sum paymentpursuant to this Section 7(a)(ii) shall be equal to twelve (12) months’ basesalary. (b) **Bonus.** If the termination under this Section 7 occurs in connectionwith a Change in Control, then the Executive shall be entitled to receive, in lieu ofthe bonus provided in Section 3(b) and in addition to the salary payment described inSection 7(a) above, an amount equal to the greater of (i) the Executive’s targetedlevel bonus in the year of the termination, or (ii) the Executive’s highestdiscretionary bonus in the preceding three years. The amount payable shall be paid ina lump sum at the same time as the salary compensation paid under subsection (a)(ii)above. No bonus compensation shall be payable under this Section 7 unless thetermination occurs in connection with a Change in Control.  (c) **Health Care and Life Insurance Coverage.** Continued health carecoverage under Gen-Probe’s medical plan will be provided, without charge, to theExecutive and his or her eligible dependents until the earlier of (i) one (1) yearfollowing the termination date or (ii) the first date that the Executive is coveredunder another employer’s health benefit program providing substantially the same orbetter benefit options to the Executive without
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   exclusion for any pre-existing medical condition. The period of time medical coveragecontinues under this agreement will be counted as coverage time under COBRA.Gen-Probe will pay the premium for continued life insurance coverage, if any, that theExecutive may have elected under Gen-Probe’s Life Insurance and Supplemental LifeInsurance plan, subject to payment by the Executive of the portion of such premium notcontributed by Gen-Probe under such plan, during the Salary Continuation Period. (d) **Outplacement Services****.**Gen-Probe agrees to provide Executive withoutplacement services during the first six months of the Salary Continuation Period.  (e) **Tax Matters.** All compensation described in this Section 7 will besubject to Gen-Probe’s collection of all applicable federal, state and local incomeand employment withholding taxes. If any excise tax is imposed under Section 4999 inconnection with the compensation described in this Section 7 and/or in connection withthe acceleration upon severance of any stock options granted by Gen-Probe to theExecutive, Executive shall be solely responsible for any such excise tax.  (f) **Release of Claims****.**Gen-Probe’s obligation to make the payments andprovide the benefits under this Section 7 shall be conditioned upon (i) Executive’sexecution of a release of all claims, in standard form and content, within fifty (50)days following the Executive’s termination of employment and (ii) such release shallnot have been revoked by the Executive within any period permitted under applicablelaw. The release shall be mutual and shall also be signed on behalf of Gen-Probe.  (g) **Section 409A of the Internal Revenue Code and Specified Employees**.Notwithstanding any provision to the contrary in this Agreement, if Executive isdeemed by Gen-Probe at the time of his Separation from Service to be a “specifiedemployee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayedcommencement of any portion of the benefits to which Executive is entitled under thisAgreement is required in order to avoid a prohibited distribution under Section409A(a)(2)(B)(i) of the Code, such portion of Executive’s benefits shall not beprovided to Executive prior to the earlier of (i) the expiration of the six-monthperiod measured from the date of the Executive’s Separation from Service or (ii) thedate of Executive’s death. Upon the first business day following the expiration ofthe applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant tothis Section 7(g) shall be paid in a lump sum to Executive (or the Executive’s estateor beneficiaries), and any remaining payments due under the Agreement shall be paid asotherwise provided herein. For purposes of Section 409A of the Code, Executive’sright to receive the payments of compensation pursuant to the Agreement shall betreated as a right to receive a series of separate
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   payments and accordingly, each payment shall at all times be considered a separate anddistinct payment.8. **Miscellaneous.** (a) **Arbitration.** Executive and Gen-Probe agree that any and all claims ordisputes that in any way relate to or arise out of Executive’s employment withGen-Probe or the termination of such employment (including but not limited to claimsunder this Agreement or any other contract, tort claims, and statutory claims ofemployment discrimination, retaliation or harassment) shall be resolved exclusivelythrough final and binding arbitration in San Diego, California. Executive andGen-Probe waive any rights to a jury trial in connection with such claims or disputes.The costs of the arbitration, including the fees of the arbitrator, shall be borneexclusively by Gen-Probe. Any such arbitration shall take place in San Diego,California and shall be conducted by a single neutral arbitrator who shall be aretired federal or state judge, to be appointed by the American ArbitrationAssociation (“AAA”) in accordance with AAA rules. The applicable procedural rules ofAAA shall govern the arbitration. The arbitrator’s decision shall be delivered inwriting and shall disclose the essential findings and conclusion on which thearbitrator’s decision is based. The parties shall be permitted to conduct adequatediscovery to allow for a full and fair exploration of the issues in dispute in thearbitration proceeding. The arbitrator may grant any relief which otherwise would havebeen available to the parties in a court proceeding. The decision and award of thearbitrator shall be final and binding, and judgment upon the arbitrator’s award may beentered by any court of competent jurisdiction.  (b) **Governing Law.** This Agreement shall be construed and enforced inaccordance with and be governed by the laws of the State of California.  (c) **Entire Agreement.** This Agreement sets forth the entire Agreement andunderstanding between the Executive and the Company on the subject matter hereof, andsupersedes any other negotiations, agreements, understandings, oral agreements,representations and past or future practices whether written or oral. No provision ofthis Agreement may be amended, supplemented, modified, cancelled, or discharged unlesssuch amendment, supplement, modification, cancellation or discharge is agreed to, inwriting, signed by the Executive and a duly authorized officer of the Company (otherthan the Executive); and no provisions hereof may be waived, except in writing, sosigned by or on behalf of the party granting such waiver.  (d) **Validity.** The invalidity or unenforceability of any provision orprovisions of this Agreement shall not affect the validity or enforceability of anyother provision of this Agreement, which shall remain in full force and effect.
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 (e) **Notices.** For the purposes of this Agreement, notices, demands andall other communications provided for in this Agreement shall be in writing and shallbe deemed to have duly given when personally delivered or mailed by United Statescertified or registered mail, return receipt requested, postage prepaid, addressed asfollows:If to the Executive:                                                                                                                        With a copy to:                                                                                                                        If to Gen-Probe:President and Chief Executive OfficerGen-Probe Incorporated10210 Genetic Center DriveSan Diego, California 92121With a copy to:General CounselGen-Probe Incorporated10210 Genetic Center DriveSan Diego, California 92121 (f) **Successors.**Gen-Probe will require any successor (whether direct orindirect, by purchase, merger, consolidation or otherwise) to all or substantially allthe business and/or assets of Gen-Probe, by agreement in form and substancesatisfactory to the Executive, expressly to assume and agree to perform this Agreementin the same manner and to the same extent that Gen-Probe would be required to performit if no such succession had taken place. This Agreement and all rights under theAgreement shall be binding upon and shall inure to the benefit of and be enforceableby the party’s personal or legal representatives, executors, administrators, heirs,and successors.  (g) **No Right to Continued Employment.** Nothing herein shall be construedas giving the Executive any rights to continued employment with Gen-Probe, andGen-Probe shall continue to have the right to terminate the Executive’s employment atany time, with or without cause, subject to the provisions of this Agreement.
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     In witness whereof, the parties have executed this Agreement.     Executive: Gen-Probe Incorporated:  By       [Name]   Diana De WaltSenior Vice President, Human Resources
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ATTACHMENT “1”DEFINITION OF “CHANGE IN CONTROL”          Change in Control. “Change in Control” shall mean a change in ownership or control of theCompany effected through any of the following transactions:          (a) any person or related group of persons (other than the Company or a person that,prior to such transaction, directly or indirectly controls, is controlled by, or is undercommon control with, the Company) directly or indirectly acquires beneficial ownership(within the meaning of Rule 13d-3 under the Exchange Act) of securities possessing morethan fifty percent (50%) of the total combined voting power of the Company’s outstandingsecurities by means of any transaction or series of transactions; or          (b) there is a change in the composition of the Board over a period of thirty-six(36) consecutive months (or less) such that a majority of the Board members (rounded up tothe nearest whole number) ceases, by reason of one or more proxy contests for the electionof Board members, to be comprised of individuals who either (i) have been Board memberscontinuously since the beginning of such period or (ii) have been elected or nominated forelection as Board members during such period by at least a majority of the Board membersdescribed in clause (i) who were still in office at the time such election or nominationwas approved by the Board; or          (c) the stockholders of the Company approve a merger or consolidation of the Companywith any other corporation (or other entity), other than a merger or consolidation whichwould result in the voting securities of the Company outstanding immediately prior theretocontinuing to represent (either by remaining outstanding or by being converted into votingsecurities of the surviving entity or another entity) more than 66-2/3% of the combinedvoting power of the voting securities of the Company or such surviving entity outstandingimmediately after such merger or consolidation; provided, however, that amerger or consolidation effected to implement a recapitalization of the Company (orsimilar transaction) in which no person acquires more than 25% of the combined votingpower of the Company’s then outstanding voting securities shall not constitute a Change inControl; or          (d) the stockholders of the Company approve a plan of complete liquidation of theCompany or an agreement for the sale or disposition by the Company of all or substantiallyall of the Company’s assets.