**Exhibit 10.50**

**SEQUENOM, INC.**

**NEW-HIRE EQUITY INCENTIVE PLAN**

**1.GENERAL.**

**(a) General Purpose.** The Company, by means of the Plan, seeks to retain the services ofpersons not previously an employee or director of the Company, or following a *bona fide* period of non-employment, as an inducement material to the individual’s entering into employment with the Company within the meaning ofRule 5635(c)(4) of the NASDAQ Listing Rules, and to provide incentives for such persons to exert maximum efforts for the success of the Company and its Affiliates. 

**(b) Eligible Award Recipients.** The persons eligible to receive Stock Awards are persons entering into employment with the Company or an Affiliate, as further specified in Section 4.

**(c) Available Awards.** The Plan provides for the grant of the following Stock Awards: (i) Options,(ii) Restricted Stock Awards, (iii) Restricted Stock Unit Awards, (iv) Stock Appreciation Rights, and (v) Other Stock Awards. 

**2. ADMINISTRATION.**

**(a) Administration by Board.** The Board shall administer the Planunless and until the Board delegates administration of the Plan to a Committee or Committees, as provided in Section 2(c). 

**(b) Powers of Board.** The Board shall have the power, subject to, and within the limitations of, the express provisions of the Plan: 

**(i)**To determine from time to time (A) which of the persons eligible under the Plan shall be granted Awards; (B) when and how each Award shall be granted; (C) what type orcombination of types of Award shall be granted; (D) the provisions of each Award granted (which need not be identical), including the time or times when a person shall be permitted to receive cash or Common Stock pursuant to a Stock Award; and(E) the number of shares of Common Stock with respect to which a Stock Award shall be granted to each such person. 

**(ii)**To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for its administration. The Board, in the exercise of this power, may correct any defect, omission orinconsistency in the Plan or in any Stock Award Agreement, in a manner and to the extent it shall deem necessary or expedient to make the Plan or Award fully effective. 

**(iii)**To settle all controversies regarding the Plan and Awards granted under it. 

 

1. 

**(iv)**To accelerate the time at which a Stock Award may first be exercised or the timeduring which an Award or any part thereof will vest in accordance with the Plan, notwithstanding the provisions in the Award stating the time at which it may first be exercised or the time during which it will vest. 

**(v)**To suspend or terminate the Plan at any time. Suspension or termination of the Plan shall not impair rights and obligations underany Stock Award granted while the Plan is in effect except with the written consent of the affected Participant. 

**(vi)**To amend the Plan in any respect the Board deems necessary or advisable, including, without limitation, relating to certain nonqualified deferred compensation under 409A of the Code and/or to bring the Plan or Stock Awards granted under the Planinto compliance therewith, subject to the limitations, if any, of applicable law. Except as provided above, rights under any Award granted before amendment of the Plan shall not be impaired by any amendment of the Plan unless (i) the Companyrequests the consent of the affected Participant, and (ii) such Participant consents in writing.****

**(vii)**Toapprove forms of Stock Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including, but not limited to, amendments to provide terms more favorable than previously provided in the Stock Award Agreement, subjectto any specified limits in the Plan that are not subject to Board discretion; *provided however,* that, the rights under any Award shall not be impaired by any such amendment unless (i) the Company requests the consent of the affectedParticipant, and (ii) such Participant consents in writing. Notwithstanding the foregoing, subject to the limitations of applicable law, if any, and without the affected Participant’s consent, the Board may amend the terms of any one ormore Awards if necessary to bring the Award into compliance with Code Section 409A and the related guidance thereunder. 

**(viii)**Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best interests of the Company and that are not in conflict with the provisions of the Plan or Awards.

**(ix)**To adopt such procedures and sub-plans as are necessary or appropriate to permit participation in the Plan byindividuals who are foreign nationals or employed outside the United States. 

**(c) Delegation to Committee.**

**(i) General.** The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administrationof the Plan is delegated to a Committee, the Committee shall have, in connection with the administration of the Plan, the powers theretofore possessed by the Board that have been delegated to the Committee, including the power to delegate to asubcommittee of the Committee any of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board shall thereafter be to the Committee or subcommittee), subject, however, to such resolutions, notinconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. The Board may retain the authority to concurrently administer the Plan with the Committee and may, at any time, revest in the Board some or all of thepowers previously delegated. 

 

2. 

**(ii) Rule 16b-3 Compliance.** In the sole discretion of the Board, the Committee mayconsist solely of two or more Non-Employee Directors, in accordance with Rule 16b-3. In addition, the Board or the Committee, in its sole discretion, may delegate to a Committee of Directors who need not be Non-Employee Directors the authority togrant Stock Awards to eligible persons who are not then subject to Section 16 of the Exchange Act. 

**(d) Delegation toan Officer.** The Board may delegate to one or more Officers the authority to do one or both of the following (i) designate individuals who are not Officers to be recipients of Options (and, to the extent permitted by applicable law, otherStock Awards) and the terms thereof, and (ii) determine the number of shares of Common Stock to be subject to such Stock Awards granted to such individuals; *provided, however,*that the Board resolutions regarding such delegation shallspecify the total number of shares of Common Stock that may be subject to the Stock Awards granted by such Officer and that such Officer may not grant a Stock Award to himself or herself. Notwithstanding anything to the contrary in thisSection 2(d), the Board may not delegate to an Officer authority to determine the Fair Market Value of the Common Stock pursuant to Section 13(s)(ii) below. 

**(e) Effect of Board’s Decision.** All determinations, interpretations and constructions made by the Board in good faith shall not be subject to review by any person and shall be final, bindingand conclusive on all persons. 

**3. SHARES SUBJECTTOTHE PLAN.**

**(a) Share Reserve****.** Subject to the provisions of Section 9 relating to adjustments upon changes instock, the aggregate number of shares of Common Stock that may be issued pursuant to Stock Awards after the Effective Date shall not exceed, in the aggregate, the sum of (i) one hundred fifty thousand (150,000) shares (the***“Share Reserve”***). For clarity, the limitation in this subsection 3(a) is a limitation in the number of shares of Common Stock that may be issued pursuant to the Plan. Accordingly, this subsection 3(a) does not limit thegranting of Stock Awards except as provided in subsection 7(a). Shares may be issued in connection with a merger or acquisition as permitted by NASD Rule 4350(i)(1)(A)(iii) or, if applicable, NYSE Listed Company Manual Section 303A.08, or AMEXCompany Guide Section 711 and such issuance shall not reduce the number of shares available for issuance under the Plan. Furthermore, if a Stock Award (i) expires or otherwise terminates without having been exercised in full or(ii) is settled in cash (*i.e.*, the holder of the Stock Award receives cash rather than stock), such expiration, termination or settlement shall not reduce (or otherwise offset) the number of shares of the Common Stock that may be issuedpursuant to the Plan. 

**(b) Reversion of Shares to the Share Reserve.** If any shares of common stock issued pursuant to aStock Award are forfeited back to the Company because of the failure to meet a contingency or condition required to vest such shares in the Participant, then the shares which are forfeited shall revert to and again become available for issuanceunder the Plan. Also, any shares reacquired by the Company pursuant to subsection 8(g) or as consideration for the exercise of an Option shall again become available for issuance under the Plan. 

 

3. 

**(c) Source of Shares.** The stock issuable under the Plan shall be shares of authorizedbut unissued or reacquired Common Stock, including shares repurchased by the Company on the market or otherwise. 

**4.ELIGIBILITY.**

Stock Awards may be granted only to persons not previously an Employee or Director of theCompany, or following a *bona fide* period of non-employment, as an inducement material to the individual’s entering into employment with the Company or an Affiliate within the meaning of Rule 5635(c)(4) of the NASDAQ Listing Rules.In addition, notwithstanding any other provision of the Plan to the contrary, all Stock Awards must be granted either by a majority of the Company’s independent directors or by a committee comprised of a majority of independent directors withinthe meaning of Rule 5605(a)(2) of the NASDAQ Listing Rules. 

**5. OPTION PROVISIONS.**

Each Option shall be in such form and shall contain such terms and conditions as the Board shall deem appropriate. The provisions of separateOptions need not be identical; *provided, however*, that each Option Agreement shall include (through incorporation of provisions hereof by reference in the Option Agreement or otherwise) the substance of each of the following provisions:

**(a) Term.** No Option shall be exercisable after the expiration of ten (10) years from the date of its grant orsuch shorter period specified in the Option Agreement. 

**(b) Exercise Price.** The exercise price of each Option shall benot less than one hundred percent (100%) of the Fair Market Value of the Common Stock subject to the Option on the date the Option is granted. Notwithstanding the foregoing, an Option may be granted with an exercise price lower than one hundredpercent (100%) of the Fair Market Value of the Common Stock subject to the Option if such Option is granted pursuant to an assumption or substitution for another option in a manner consistent with the provisions of Section 424(a) of theCode. 

**(c) Consideration.** The purchase price of Common Stock acquired pursuant to the exercise of an Option shall bepaid, to the extent permitted by applicable law and as determined by the Board in its sole discretion, by any combination of the methods of payment set forth below. The Board shall have the authority to grant Options that do not permit all of thefollowing methods of payment (or otherwise restrict the ability to use certain methods) and to grant Options that require the consent of the Company to utilize a particular method of payment. The methods of payment permitted by thisSection 5(c) are: 

**(i)**by cash, check, bank draft or money order payable to the Company; 

**(ii)**pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance ofthe stock subject to the Option, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds; 

 

4. 

**(iii)**by delivery to the Company (either by actual delivery or attestation) of sharesof Common Stock; 

**(iv)**by a “net exercise” arrangement pursuant to which the Company will reduce the numberof shares of Common Stock issued upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; *provided, however,* that the Company shall accept a cash or other payment from theParticipant to the extent of any remaining balance of the aggregate exercise price not satisfied by such reduction in the number of whole shares to be issued; *provided, further,* that shares of Common Stock will no longer be outstanding underan Option and will not be exercisable thereafter to the extent that (A) shares are used to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered to the Participant as a result of such exercise, and(C) shares are withheld to satisfy tax withholding obligations; or 

**(v)**in any other form of legal considerationthat may be acceptable to the Board. 

**(d) Transferability of Options.** The Board may, in its sole discretion, imposesuch limitations on the transferability of Options as the Board shall determine. In the absence of such a determination by the Board to the contrary, the following restrictions on the transferability of Options shall apply: 

**(i) Restrictions on Transfer.** An Option shall not be transferable except by will or by the laws of descent and distribution and shallbe exercisable during the lifetime of the Optionholder only by the Optionholder; provided, however, that the Board may, in its sole discretion, permit transfer of the Option in a manner consistent with applicable tax and securities laws upon theOptionholder’s request. 

**(ii) Domestic Relations Orders.** Notwithstanding the foregoing, an Option may betransferred pursuant to a domestic relations order. 

**(iii) Beneficiary Designation.** Notwithstanding the foregoing, theOptionholder may, by delivering written notice to the Company, in a form provided by or otherwise satisfactory to the Company, designate a third party who, in the event of the death of the Optionholder, shall thereafter be entitled to exercise theOption. 

**(e) Vesting Generally.** The total number of shares of Common Stock subject to an Option may vest and thereforebecome exercisable in periodic installments that may or may not be equal. The Option may be subject to such other terms and conditions on the time or times when it may or may not be exercised as the Board may deem appropriate. The vesting provisionsof individual Options may vary. The provisions of this Section 5(e) are subject to any Option provisions governing the minimum number of shares of Common Stock as to which an Option may be exercised. 

 

5. 

**(f) Termination of Continuous Service.** Except as otherwise provided in the applicableOption Agreement or other agreement between the Optionholder and the Company, in the event that an Optionholder’s Continuous Service terminates (other than upon the Optionholder’s death or Disability), the Optionholder may exercise his orher Option (to the extent that the Optionholder was entitled to exercise such Option as of the date of termination of Continuous Service) but only within such period of time ending on the earlier of (i) the date three (3) months followingthe termination of the Optionholder’s Continuous Service (or such longer or shorter period specified in the Option Agreement), or (ii) the expiration of the term of the Option as set forth in the Option Agreement. If, after termination ofContinuous Service, the Optionholder does not exercise his or her Option within the time specified herein or in the Option Agreement (as applicable), the Option shall terminate. 

**(g) Extension of Termination Date.** An Optionholder’s Option Agreement may provide that if the exercise of the Option followingthe termination of the Optionholder’s Continuous Service (other than upon the Optionholder’s death or Disability) would be prohibited at any time solely because the issuance of shares of Common Stock would violate the registrationrequirements under the Securities Act, then the Option shall terminate on the earlier of (i) the expiration of the applicable period of time after the termination of the Optionholder’s Continuous Service during which the exercise of theOption would not be in violation of such registration requirements, or (ii) the expiration of the term of the Option as set forth in the Option Agreement. 

**(h) Disability of Optionholder.** In the event that an Optionholder’s Continuous Service terminates as a result of the Optionholder’s Disability, the Optionholder may exercise his or herOption (to the extent that the Optionholder was entitled to exercise such Option as of the date of termination of Continuous Service), but only within such period of time ending on the earlier of (i) the date twelve (12) months followingsuch termination of Continuous Service (or such longer or shorter period specified in the Option Agreement), or (ii) the expiration of the term of the Option as set forth in the Option Agreement. If, after termination of Continuous Service, theOptionholder does not exercise his or her Option within the time specified herein or in the Option Agreement (as applicable), the Option shall terminate. 

**(i) Death of Optionholder.** In the event that (i) an Optionholder’s Continuous Service terminates as a result of the Optionholder’s death, or (ii) the Optionholder dies withinthe period (if any) specified in the Option Agreement after the termination of the Optionholder’s Continuous Service for a reason other than death, then the Option may be exercised (to the extent the Optionholder was entitled to exercise suchOption as of the date of death) by the Optionholder’s estate, by a person who acquired the right to exercise the Option by bequest or inheritance or by a person designated to exercise the option upon the Optionholder’s death, but onlywithin the period ending on the earlier of (i) the date twelve (12) months following the date of death (or such longer or shorter period specified in the Option Agreement), or (ii) the expiration of the term of such Option as setforth in the Option Agreement. If, after the Optionholder’s death, the Option is not exercised within the time specified herein or in the Option Agreement (as applicable), the Option shall terminate. 

**(j) Non-Exempt Employees****.** No Option granted to an individual that is a non-exempt employee for purposes of the Fair LaborStandards Act shall be first exercisable for any shares of Common Stock until at least six months following the date of grant of the Option. The foregoing provision is intended to operate so that any income derived by a non-exempt employee inconnection with the exercise or vesting of an Option will be exempt from his or her regular rate of pay. 

 

6. 

**6. PROVISIONSOF STOCK AWARDSOTHERTHAN OPTIONS.**

**(a) Restricted Stock Awards.** Each Restricted StockAward Agreement shall be in such form and shall contain such terms and conditions as the Board shall deem appropriate. To the extent consistent with the Company’s Bylaws, at the Board’s election, shares of Common Stock may be (x) heldin book entry form subject to the Company’s instructions until any restrictions relating to the Restricted Stock Award lapse; or (y) evidenced by a certificate, which certificate shall be held in such form and manner as determined by theBoard. The terms and conditions of Restricted Stock Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Award Agreements need not be identical, *provided, however*, that each Restricted StockAward Agreement shall include (through incorporation of provisions hereof by reference in the agreement or otherwise) the substance of each of the following provisions: 

**(i) Consideration.** A Restricted Stock Award may be awarded in consideration for (A) past or future services actually or to be rendered to the Company or an Affiliate, or (B) any otherform of legal consideration that may be acceptable to the Board in its sole discretion and permissible under applicable law. 

**(ii) Vesting.** Shares of Common Stock awarded under the Restricted Stock Award Agreement may be subject to forfeiture to the Company in accordance with a vesting schedule to be determined by the Board. 

**(iii) Termination of Participant’s Continuous Service.** In the event a Participant’s Continuous Service terminates, theCompany may receive via a forfeiture condition, any or all of the shares of Common Stock held by the Participant which have not vested as of the date of termination of Continuous Service under the terms of the Restricted Stock Award Agreement.

**(iv) Transferability.** Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement shall betransferable by the Participant only upon such terms and conditions as are set forth in the Restricted Stock Award Agreement, as the Board shall determine in its sole discretion, so long as Common Stock awarded under the Restricted Stock AwardAgreement remains subject to the terms of the Restricted Stock Award Agreement. 

**(b) Restricted Stock Unit Awards.** EachRestricted Stock Unit Award Agreement shall be in such form and shall contain such terms and conditions as the Board shall deem appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may change from time to time, and theterms and conditions of separate Restricted Stock Unit Award Agreements need not be identical, *provided, however,*that each Restricted Stock Unit Award Agreement shall include (through incorporation of the provisions hereof by reference inthe Agreement or otherwise) the substance of each of the following provisions: 

**(i) Consideration.** At the time of grantof a Restricted Stock Unit Award, the Board will determine the consideration, if any, to be paid by the Participant upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if any) by theParticipant for each share of Common Stock subject to a Restricted Stock Unit Award may be paid in any form of legal consideration that may be acceptable to the Board in its sole discretion and permissible under applicable law. 

 

7. 

**(ii) Vesting.**At the time of the grant of a Restricted Stock Unit Award, the Boardmay impose such restrictions or conditions to the vesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate. 

**(iii) Payment****.** A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any combination thereof or in any other form of consideration,as determined by the Board and contained in the Restricted Stock Unit Award Agreement. 

**(iv) Additional Restrictions.**At the time of the grant of a Restricted Stock Unit Award, the Board, as it deems appropriate, may impose such restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject to a RestrictedStock Unit Award to a time after the vesting of such Restricted Stock Unit Award. 

**(v) Dividend Equivalents.**Dividendequivalents may be credited in respect of shares of Common Stock covered by a Restricted Stock Unit Award, as determined by the Board and contained in the Restricted Stock Unit Award Agreement. At the sole discretion of the Board, such dividendequivalents may be converted into additional shares of Common Stock covered by the Restricted Stock Unit Award in such manner as determined by the Board. Any additional shares covered by the Restricted Stock Unit Award credited by reason of suchdividend equivalents will be subject to all the terms and conditions of the underlying Restricted Stock Unit Award Agreement to which they relate. 

**(vi) Termination of Participant’s Continuous Service.** Except as otherwise provided in the applicable Restricted Stock Unit Award Agreement, such portion of the Restricted Stock Unit Award thathas not vested will be forfeited upon the Participant’s termination of Continuous Service. 

**(vii) Compliance withSection 409A of the Code.** Notwithstanding anything to the contrary set forth herein, any Restricted Stock Unit Award granted under the Plan that is not exempt from the requirements of Section 409A of the Code shall contain suchprovisions so that such Restricted Stock Unit Award will comply with the requirements of Section 409A of the Code. Such restrictions, if any, shall be determined by the Board and contained in the Restricted Stock Unit Award Agreement evidencingsuch Restricted Stock Unit Award. For example, such restrictions may include, without limitation, a requirement that any Common Stock that is to be issued in a year following the year in which the Restricted Stock Unit Award vests must be issued inaccordance with a fixed pre-determined schedule. 

**(c) Stock Appreciation Rights.** Each Stock Appreciation RightAgreement shall be in such form and shall contain such terms and conditions as the Board shall deem appropriate. Stock Appreciation Rights may be granted as stand-alone Stock Awards or in tandem with other Stock Awards. The terms and conditions ofStock Appreciation Right Agreements may change from time to time, and the terms and conditions of separate Stock Appreciation Right Agreements need not be identical; *provided, however*, that each Stock Appreciation Right Agreement shallinclude (through incorporation of the provisions hereof by reference in the Agreement or otherwise) the substance of each of the following provisions: 

**(i) Term.** No Stock Appreciation Right shall be exercisable after the expiration of ten (10) years from the date of its grant or such shorter period specified in the Stock Appreciation RightAgreement. 

 

8. 

**(ii) Strike Price.**Each Stock Appreciation Right will be denominated in shares ofCommon Stock equivalents. The strike price of each Stock Appreciation Right shall not be less than one hundred percent (100%) of the Fair Market Value of the Common Stock equivalents subject to the Stock Appreciation Right on the date of grant.

**(iii) Calculation of Appreciation.** The appreciation distribution payable on the exercise of a Stock Appreciation Rightwill be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of the exercise of the Stock Appreciation Right) of a number of shares of Common Stock equal to the number of share of Common Stockequivalents in which the Participant is vested under such Stock Appreciation Right, and with respect to which the Participant is exercising the Stock Appreciation Right on such date, over (B) the strike price that will be determined by theBoard at the time of grant of the Stock Appreciation Right. 

**(iv) Vesting.**At the time of the grant of a StockAppreciation Right, the Board may impose such restrictions or conditions to the vesting of such Stock Appreciation Right as it, in its sole discretion, deems appropriate. 

**(v) Exercise.** To exercise any outstanding Stock Appreciation Right, the Participant must provide written notice of exercise to the Company in compliance with the provisions of the StockAppreciation Right Agreement evidencing such Stock Appreciation Right. 

**(vi) Payment****.** The appreciationdistribution in respect to a Stock Appreciation Right may be paid in Common Stock, in cash, in any combination of the two or in any other form of consideration, as determined by the Board and contained in the Stock Appreciation Right Agreementevidencing such Stock Appreciation Right. 

**(vii) Termination of Continuous Service.** In the event that aParticipant’s Continuous Service terminates, the Participant may exercise his or her Stock Appreciation Right (to the extent that the Participant was entitled to exercise such Stock Appreciation Right as of the date of termination) but onlywithin such period of time ending on the earlier of (A) the date three (3) months following the termination of the Participant’s Continuous Service (or such longer or shorter period specified in the Stock Appreciation RightAgreement), or (B) the expiration of the term of the Stock Appreciation Right as set forth in the Stock Appreciation Right Agreement. If, after termination, the Participant does not exercise his or her Stock Appreciation Right within the timespecified herein or in the Stock Appreciation Right Agreement (as applicable), the Stock Appreciation Right shall terminate. 

 

9. 

**(viii) Compliance with Section 409A of the Code.**Notwithstanding anything to thecontrary set forth herein, any Stock Appreciation Rights granted under the Plan that are not exempt from the requirements of Section 409A of the Code shall contain such provisions so that such Stock Appreciation Rights will comply with therequirements of Section 409A of the Code. Such restrictions, if any, shall be determined by the Board and contained in the Stock Appreciation Right Agreement evidencing such Stock Appreciation Right. For example, such restrictions may include,without limitation, a requirement that a Stock Appreciation Right that is to be paid wholly or partly in cash must be exercised and paid in accordance with a fixed pre-determined schedule. 

**(d) Other Stock Awards****.** Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based on, CommonStock may be granted either alone or in addition to Stock Awards provided for under Section 5 and the preceding provisions of this Section 6. Subject to the provisions of the Plan, the Board shall have sole and complete authority todetermine the persons to whom and the time or times at which such Other Stock Awards will be granted, the number of shares of Common Stock (or the cash equivalent thereof) to be granted pursuant to such Other Stock Awards and all other terms andconditions of such Other Stock Awards. 

**7. COVENANTSOFTHE COMPANY.**

**(a) Availability of Shares.** During the terms of the Stock Awards, the Company shall keep available at all times thenumber of shares of Common Stock reasonably required to satisfy such Stock Awards. 

**(b) Securities Law Compliance.** TheCompany shall seek to obtain from each regulatory commission or agency having jurisdiction over the Plan such authority as may be required to grant Stock Awards and to issue and sell shares of Common Stock upon exercise of the Stock Awards;*provided, however,* that this undertaking shall not require the Company to register under the Securities Act the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award. If, after reasonable efforts, theCompany is unable to obtain from any such regulatory commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of Common Stock under the Plan, the Company shall be relieved from any liabilityfor failure to issue and sell Common Stock upon exercise of such Stock Awards unless and until such authority is obtained. 

**(c) No Obligation to Notify.**The Company shall have no duty or obligation to any holder of a Stock Award to advise such holder as to the time or manner of exercising such Stock Award. Furthermore, the Company shall have no duty orobligation to warn or otherwise advise such holder of a pending termination or expiration of a Stock Award or a possible period in which the Stock Award may not be exercised. The Company has no duty or obligation to minimize the tax consequences ofa Stock Award to the holder of such Stock Award. 

**8. MISCELLANEOUS.**

**(a) Use of Proceeds from Sales of Common Stock.**Proceeds from the sale of shares of Common Stock pursuant to Stock Awards shallconstitute general funds of the Company. 

 

10. 

**(b) Corporate Action Constituting Grant of Stock Awards.** Corporate actionconstituting a grant by the Company of a Stock Award to any Participant shall be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the instrument, certificate, or letter evidencingthe Stock Award is communicated to, or actually received or accepted by, the Participant. 

**(c) Stockholder Rights.** NoParticipant shall be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Common Stock subject to such Stock Award unless and until such Participant has exercised the Stock Award pursuant to its termsand the Participant shall not be deemed to be a stockholder of record until the issuance of the Common Stock pursuant to such exercise has been entered into the books and records of the Company. 

**(d) No Employment or Other Service Rights.** Nothing in the Plan, any Stock Award Agreement or other instrument executed thereunder orin connection with any Award granted pursuant to the Plan shall confer upon any Participant any right to continue to serve the Company or an Affiliate in the capacity in effect at the time the Stock Award was granted or shall affect the right of theCompany or an Affiliate to terminate (i) the employment of an Employee with or without notice and with or without cause, (ii) the service of a Consultant pursuant to the terms of such Consultant’s agreement with the Company or anAffiliate, or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisions of the corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be.

**(e) Investment Assurances.** The Company may require a Participant, as a condition of exercising or acquiring CommonStock under any Stock Award, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business matters and/or to employ a purchaser representative reasonably satisfactoryto the Company who is knowledgeable and experienced in financial and business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the merits and risks of exercising the Stock Award; and(ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring Common Stock subject to the Stock Award for the Participant’s own account and not with any present intention of selling or otherwisedistributing the Common Stock. The foregoing requirements, and any assurances given pursuant to such requirements, shall be inoperative if (x) the issuance of the shares upon the exercise or acquisition of Common Stock under the Stock Award hasbeen registered under a then currently effective registration statement under the Securities Act, or (y) as to any particular requirement, a determination is made by counsel for the Company that such requirement need not be met in thecircumstances under the then applicable securities laws. The Company may, upon advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in order to comply withapplicable securities laws, including, but not limited to, legends restricting the transfer of the Common Stock. 

**(f)Withholding Obligations.** Unless prohibited by the terms of a Stock Award Agreement, the Company may, in its sole discretion, satisfy any federal, state or local tax withholding obligation relating to an Award by any of the following means (inaddition to the Company’s right to withhold from any compensation paid to the Participant by the Company) or by a combination of such means: (i) causing the Participant to tender a cash payment; (ii) withholding shares of Common Stockfrom the shares of Common Stock issued or otherwise issuable to the Participant in connection with the Award; (iii) withholding cash from an Award settled in cash; or (iv) by such other method as may be set forth in the Stock AwardAgreement. 

 

11. 

**(g) Electronic Delivery****.** Any reference herein to a “written”agreement or document shall include any agreement or document delivered electronically or posted on the Company’s intranet. 

**(h) Deferrals.** To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of Common Stock or the payment of cash, upon the exercise, vesting or settlement of all or a portion of anyAward may be deferred and may establish programs and procedures for deferral elections to be made by Participants. Deferrals by Participants will be made in accordance with Section 409A of the Code. Consistent with Section 409A of theCode, the Board may provide for distributions while a Participant is still an Employee. The Board is authorized to make deferrals of Stock Awards and determine when, and in what annual percentages, Participants may receive payments, including lumpsum payments, following the Participant’s termination of employment or retirement, and implement such other terms and conditions consistent with the provisions of the Plan and in accordance with applicable law. 

**(i) Compliance with 409A.**To the extent that the Board determines that any Award granted under the Plan is subject toSection 409A of the Code, the Stock Award Agreement evidencing such Award shall incorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code. To the extent applicable, the Plan andStock Award Agreements shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or otherguidance that may be issued or amended after the Effective Date. Notwithstanding any provision of the Plan to the contrary, in the event that following the Effective Date the Board determines that any Award may be subject to Section 409A of theCode and related Department of Treasury guidance (including such Department of Treasury guidance as may be issued after the Effective Date), the Board may adopt such amendments to the Plan and the applicable Stock Award Agreement or adopt otherpolicies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Board determines are necessary or appropriate to (1) exempt the Award from Section 409A of the Code and/orpreserve the intended tax treatment of the benefits provided with respect to the Award, or (2) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance. 

**9. ADJUSTMENTSUPON CHANGESIN COMMON STOCK;OTHER CORPORATE EVENTS.**

**(a) Capitalization Adjustments****.** In theevent of a Capitalization Adjustment, the Board shall appropriately adjust: (i) the class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a) and (ii) the class(es) and number of securities and price pershare of stock subject to outstanding Stock Awards. The Board shall make such adjustments, and its determination shall be final, binding and conclusive. 

 

12. 

**(b) Dissolution or Liquidation**. Except as otherwise provided in the Stock AwardAgreement, in the event of a dissolution or liquidation of the Company, all outstanding Stock Awards (other than Stock Awards consisting of vested and outstanding shares of Common Stock not subject to the Company’s right of repurchase) shallterminate immediately prior to the completion of such dissolution or liquidation, and the shares of Common Stock subject to the Company’s repurchase option may be repurchased by the Company notwithstanding the fact that the holder of such StockAward is providing Continuous Service, *provided, however,* that the Board may, in its sole discretion, cause some or all Stock Awards to become fully vested, exercisable and/or no longer subject to repurchase or forfeiture (to the extent suchStock Awards have not previously expired or terminated) before the dissolution or liquidation is completed but contingent on its completion. 

**(c) Corporate Transaction.**The following provisions shall apply to Stock Awards in the event of a Corporate Transaction unless otherwise provided in the instrument evidencing the Stock Award or anyother written agreement between the Company or any Affiliate and the holder of the Stock Award or unless otherwise expressly provided by the Board at the time of grant of a Stock Award. 

**(i) Stock Awards May Be Assumed.** Except as otherwise stated in the Stock Award Agreement, in the event of a Corporate Transaction,any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or continue any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awardsoutstanding under the Plan (including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Corporate Transaction), and any reacquisition or repurchase rights held by the Company inrespect of Common Stock issued pursuant to Stock Awards may be assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such Corporate Transaction. A surviving corporation oracquiring corporation (or its parent) may choose to assume or continue only a portion of a Stock Award or substitute a similar stock award for only a portion of a Stock Award. The terms of any assumption, continuation or substitution shall be set bythe Board in accordance with the provisions of Section 2. 

**(ii) Stock Awards Held by Current Participants.** Exceptas otherwise stated in the Stock Award Agreement, in the event of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent company) does not assume or continue such outstanding Stock Awards or substitutesimilar stock awards for such outstanding Stock Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are held by Participants whose Continuous Service has not terminated prior to the effective timeof the Corporate Transaction (referred to as the “***Current Participants***”), the vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) shall (contingent upon the effectiveness ofthe Corporate Transaction) be accelerated in full to a date prior to the effective time of such Corporate Transaction as the Board shall determine (or, if the Board shall not determine such a date, to the date that is five (5) days prior to theeffective time of the Corporate Transaction), and such Stock Awards shall terminate if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction, and any reacquisition or repurchase rights held by the Company withrespect to such Stock Awards shall lapse (contingent upon the effectiveness of the Corporate Transaction). 

 

13. 

**(iii) Stock Awards Held by Persons other than Current Participants.** Except asotherwise stated in the Stock Award Agreement, in the event of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent company) does not assume or continue such outstanding Stock Awards or substitutesimilar stock awards for such outstanding Stock Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are held by persons other than Current Participants, the vesting of such Stock Awards (and, ifapplicable, the time at which such Stock Award may be exercised) shall not be accelerated and such Stock Awards (other than a Stock Award consisting of vested and outstanding shares of Common Stock not subject to the Company’s right ofrepurchase) shall terminate if not exercised (if applicable) prior to the effective time of the Corporate Transaction; *provided, however,* that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards shallnot terminate and may continue to be exercised notwithstanding the Corporate Transaction. 

**(iv) Payment for Stock Awards inLieu of Exercise.** Notwithstanding the foregoing, in the event a Stock Award will terminate if not exercised prior to the effective time of a Corporate Transaction, the Board may provide, in its sole discretion, that the holder of any Stock Awardthat is not exercised prior to such effective time will receive a payment, in such form as may be determined by the Board, equal in value to the excess, if any, of (A) the value of the property the holder of the Stock Award would have receivedupon the exercise of the Stock Award, over (B) any exercise price payable by such holder in connection with such exercise. 

**(d) Change in Control.** A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a Change in Control as may be provided in the Stock Award Agreement for such Stock Award or as may be providedin any other written agreement between the Company or any Affiliate and the Participant, but in the absence of such provision, no such acceleration shall occur. 

**10. TERMINATIONOR SUSPENSIONOFTHE PLAN.**

**(a) Plan Term.** The Board may suspend or terminate the Plan at any time. No Awards may be granted under the Plan while the Plan issuspended or after it is terminated. 

**(b) No Impairment of Rights.** Termination of the Plan shall not impair rights andobligations under any Award granted while the Plan is in effect except with the written consent of the affected Participant. 

**11.EFFECTIVE DATEOF PLAN.**

This Plan shall become effective onthe Effective Date. 

**12. CHOICEOF LAW.**

The law of the State of California shall govern all questions concerning the construction, validity and interpretation of this Plan, withoutregard to such state’s conflict of laws rules. 

 

14. 

**13. DEFINITIONS.**As used in the Plan, the definitions contained in thisSection 13 shall apply to the capitalized terms indicated below: 

**(a)*****“Affiliate”*** means,at the time of determination, any “parent” or “subsidiary” as such terms are defined in Rule 405 of the Securities Act. The Board shall have the authority to determine the time or times at which “parent” or“subsidiary” status is determined within the foregoing definition. 

**(b)*****“Board”*** meansthe Board of Directors of the Company. 

**(c)*****“Capitalization Adjustment”*** means any change thatis made in, or other events that occur with respect to, the Common Stock subject to the Plan or subject to any Stock Award after the Effective Date without the receipt of consideration by the Company (through merger, consolidation, reorganization,recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or other transaction not involving the receipt ofconsideration by the Company. Notwithstanding the foregoing, the conversion of any convertible securities of the Company shall not be treated as a transaction “without receipt of consideration” by the Company. 

**(d)*****“Change in Control”*** means the occurrence, in a single transaction or in a series of related transactions,of any one or more of the following events: 

**(i)**any Exchange Act Person becomes the Owner, directly or indirectly, ofsecurities of the Company representing more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction . Notwithstanding theforegoing, a Change in Control shall not be deemed to occur (A) on account of the acquisition of securities of the Company by an investor, any affiliate thereof or any other Exchange Act Person from the Company in a transaction or series ofrelated transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities or (B) solely because the level of Ownership held by any Exchange Act Person (the “*SubjectPerson*”) exceeds the designated percentage threshold of the outstanding voting securities as a result of a repurchase or other acquisition of voting securities by the Company reducing the number of shares outstanding, provided that if aChange in Control would occur (but for the operation of this sentence) as a result of the acquisition of voting securities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securitiesthat, assuming the repurchase or other acquisition had not occurred, increases the percentage of the then outstanding voting securities Owned by the Subject Person over the designated percentage threshold, then a Change in Control shall be deemed tooccur; 

**(ii)**there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) theCompany and, immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior thereto do not Own, directly or indirectly, either (A) outstanding voting securitiesrepresenting more than fifty percent (50%) of the combined outstanding voting power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than fifty percent (50%) of the combined outstanding votingpower of the parent of the surviving Entity in such merger, consolidation or similar transaction, in each case in substantially the same proportions as their Ownership of the outstanding voting securities of the Company immediately prior to suchtransaction; 

 

15. 

**(iii)**the stockholders of the Company approve or the Board approves a plan ofcomplete dissolution or liquidation of the Company, or a complete dissolution or liquidation of the Company shall otherwise occur, except for a liquidation into a parent corporation; 

**(iv)**there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidatedassets of the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries to an Entity, more than fifty percent (50%) of thecombined voting power of the voting securities of which are Owned by stockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities of the Company immediately prior to such sale, lease,license or other disposition; or 

**(v)** individuals who are Directors on the date this Plan is adopted by the Board(collectively, the “Incumbent Board”) cease for any reason to constitute at least a majority of the Directors; (*provided, however,* that if the election (or nomination for election) of any new Director was approved or recommended bya majority vote of the members of the Incumbent Board then still in office or by a majority vote of a committee comprised of such members, such new member shall, for purposes of this Plan, be considered a member of the Incumbent Board). 

For Clarity, the term Change in Control shall not include a sale of assets, merger or other transaction effected exclusively for thepurpose of changing the domicile of the Company. 

Notwithstanding the foregoing or any other provision of this Plan, thedefinition of Change in Control (or any analogous term) in an individual written agreement between the Company or any Affiliate and the Participant shall supersede the foregoing definition with respect to Awards subject to such agreement;*provided, however,* that if no definition of Change in Control or any analogous term is set forth in such an individual written agreement, the foregoing definition shall apply. 

****The Board may, in its sole discretion and without Participant consent, amend the definition of Change in Control to conform to thedefinition of Change of Control under Section 409A of the Code, as amended, and the Treasury Department or Internal Revenue Service Regulations or Guidance issued thereunder. ****

**(e)*****“Code”*** means the Internal Revenue Code of 1986, as amended. 

**(f)*****“Committee”*** means a committee of one (1) or more Directors to whom authority has been delegated bythe Board in accordance with Section 2(c) and which is comprised of a majority of independent directors within the meaning of Rule 5605(a)(2) of the NASDAQ Listing Rules. 

**(g)*****“Common Stock”*** means the common stock of the Company. 

**(h)*****“Company”*** means Sequenom, Inc., a Delaware corporation. 

 

16. 

**(i)*****“Consultant”*** means any person, including an advisor, whois (i) engaged by the Company or an Affiliate to render consulting or advisory services and is compensated for such services, or (ii) serving as a member of the board of directors of an Affiliate and is compensated for such services.However, service solely as a Director, or payment of a fee for such service, shall not cause a Director to be considered a “Consultant” for purposes of the Plan.******

**(j)*****“Continuous Service”*** means that the Participant’s service with the Company or an Affiliate, whetheras an Employee, Director or Consultant, is not interrupted or terminated. A change in the capacity in which the Participant renders service to the Company or an Affiliate as an Employee, Consultant or Director or a change in the entity for which theParticipant renders such service, provided that there is no interruption or termination of the Participant’s service with the Company or an Affiliate, shall not terminate a Participant’s Continuous Service. For example, a change in statusfrom an Employee of the Company to a Consultant to an Affiliate or to a Director shall not constitute an interruption of Continuous Service. To the extent permitted by law, the Board or the chief executive officer of the Company, in thatparty’s sole discretion, may determine whether Continuous Service shall be considered interrupted in the case of any leave of absence approved by that party, including sick leave, military leave or any other personal leave. Notwithstanding theforegoing, a leave of absence shall be treated as Continuous Service for purposes of vesting in a Stock Award only to such extent as may be provided in the Company’s leave of absence policy, in the written terms of any leave of absenceagreement or policy applicable to the Participant, or as otherwise required by law. 

**(k)*****“CorporateTransaction”*** means the occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events: 

**(i)**a sale or other disposition of all or substantially all, as determined by the Board in its sole discretion, of the consolidated assets of the Company and its Subsidiaries; 

**(ii)**a sale or other disposition of at least ninety percent (90%) of the outstanding securities of the Company; 

**(iii)**the consummation of a merger, consolidation or similar transaction following which the Company is not the survivingcorporation; or 

**(iv)**the consummation of a merger, consolidation or similar transaction following which the Company isthe surviving corporation but the shares of Common Stock outstanding immediately preceding the merger, consolidation or similar transaction are converted or exchanged by virtue of the merger, consolidation or similar transaction into other property,whether in the form of securities, cash or otherwise. 

**(l)*****“Director”*** means a member of theBoard. 

**(m)*********“Disability”******* means, with respect to a Participant, the inability ofsuch Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12months, as provided in Section 22(e)(3) and 409A(a)(2)(c)(i) of the Code. 

 

17. 

**(n)**“***Effective Date***” means the effective date of this Plandocument, which is [February 9, 2010], the date the Board approved the Plan. 

**(o)*****“Employee”***means any person employed by the Company or an Affiliate. However, service solely as a Director, or payment of a fee for such services, shall not cause a Director to be considered an “Employee” for purposes of the Plan. 

**(p)*****“Entity”*** means a corporation, partnership, limited liability company or other entity. 

**(q)*****“Exchange Act”*** means the Securities Exchange Act of 1934, as amended. 

**(r)*****“Exchange Act Person”***means any natural person, Entity or “group” (within the meaning ofSection 13(d) or 14(d) of the Exchange Act), except that “Exchange Act Person” shall not include (i) the Company or any Subsidiary of the Company, (ii) any employee benefit plan of the Company or any Subsidiary of theCompany or any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any Subsidiary of the Company, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities,(iv) an Entity Owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their Ownership of stock of the Company; or (v) any natural person, Entity or “group” (within the meaningof Section 13(d) or 14(d) of the Exchange Act) that, as of the Effective Date of the Plan as set forth in Section 11, is the Owner, directly or indirectly, of securities of the Company representing more than fifty percent (50%) of thecombined voting power of the Company’s then outstanding securities. 

**(s)*****“Fair MarketValue”*** means, as of any date, the value of the Common Stock determined as follows: 

**(i)**If the CommonStock is listed on any established stock exchange or traded on the Nasdaq National Market or the Nasdaq SmallCap Market, the Fair Market Value of a share of Common Stock shall be the closing sales price for such stock (or the closing bid, if nosales were reported) as quoted on such exchange or market (or the exchange or market with the greatest volume of trading in the Common Stock) on the date of determination, as reported in *The Wall Street Journal*or such other source as theBoard deems reliable. Unless otherwise provided by the Board, if there is no closing sales price (or closing bid if no sales were reported) for the Common Stock on the date of determination, then the Fair Market Value shall be the closing sellingprice (or closing bid if no sales were reported) on the last preceding date for which such quotation exists. 

**(ii)**Inthe absence of such markets for the Common Stock, the Fair Market Value shall be determined by the Board in good faith. 

**(t)*****“Non-Employee Director”***means a Director who either (i) is not a current employee or officer of the Company or an Affiliate, does not receive compensation, either directly or indirectly, from theCompany or an Affiliate for services rendered as a consultant or in any capacity other than as a Director (except for an amount as to which disclosure would not be required under Item 404(a) of Regulation S-K promulgated pursuant to theSecurities Act (*******“**********Regulation S-K******”***)), does not possess an interest in any other transaction for which disclosure would be required under Item 404(a) of Regulation S-K, and is notengaged in a business relationship for which disclosure would be required pursuant to Item 404(b) of Regulation S-K; or (ii) is otherwise considered a “non-employee director” for purposes of Rule 16b-3. 

 

18. 

**(u)*****“Officer”*** means a person who is an officer of the Companywithin the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder. 

**(v)*****“Option”*** means an option to purchase shares of Common Stock granted pursuant to the Plan that is not intended to qualify as an incentive stock option under Section 422 of the Code and the regulations promulgatedthereunder. 

**(w)*****“Option Agreement”*** means a written agreement between the Company and anOptionholder evidencing the terms and conditions of an Option grant. Each Option Agreement shall be subject to the terms and conditions of the Plan. 

**(x)*****“Optionholder”*** means a person to whom an Option is granted pursuant to the Plan or, if permitted under the terms of this Plan, such other person who holds an outstandingOption. 

**(y)*****“Other Stock Award”*** means an award based in whole or in part by reference to theCommon Stock which is granted pursuant to the terms and conditions of Section 6(c)(viii). 

**(z)*****“OtherStock Award Agreement”***means a written agreement between the Company and a holder of an Other Stock Award evidencing the terms and conditions of an Other Stock Award grant. Each Other Stock Award Agreement shall be subject to the termsand conditions of the Plan. 

**(aa)*****“Own,” “Owned,” “Owner,”“Ownership”*******A person or Entity shall be deemed to “Own,” to have “Owned,” to be the “Owner” of, or to have acquired “Ownership” of securities if such person or Entity, directly orindirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares voting power, which includes the power to vote or to direct the voting, with respect to such securities. 

**(bb)*****“Participant”*** means a person to whom an Award is granted pursuant to the Plan or, if applicable, suchother person who holds an outstanding Stock Award. 

**(cc)*****“Plan”*** means this Sequenom, Inc.New-Hire Equity Incentive Plan. 

**(dd)*****“Restricted Stock Award”*** means an award of shares ofCommon Stock which is granted pursuant to the terms and conditions of Section 6(a). 

**(ee)*****“RestrictedStock Award Agreement”*** means a written agreement between the Company and a holder of a Restricted Stock Award evidencing the terms and conditions of a Restricted Stock Award grant. Each Restricted Stock Award Agreement shall be subjectto the terms and conditions of the Plan. 

**(ff)*****“Restricted Stock Unit Award”***means a right toreceive shares of Common Stock which is granted pursuant to the terms and conditions of Section 6(b). 

 

19. 

**(gg)*****“Restricted Stock Unit Award Agreement”***means a writtenagreement between the Company and a holder of a Restricted Stock Unit Award evidencing the terms and conditions of a Restricted Stock Unit Award grant. Each Restricted Stock Unit Award Agreement shall be subject to the terms and conditions of thePlan. 

**(hh)*****“Rule 16b-3”*** means Rule 16b-3 promulgated under the Exchange Act or any successorto Rule 16b-3, as in effect from time to time. 

**(ii)*****“Securities Act”*** means the Securities Actof 1933, as amended. 

**(jj)*****“Stock Appreciation Right”*** means a right to receive the appreciationon Common Stock that is granted pursuant to the terms and conditions of Section 6(c). 

**(kk)*****“StockAppreciation Right Agreement”*** means a written agreement between the Company and a holder of a Stock Appreciation Right evidencing the terms and conditions of a Stock Appreciation Right grant. Each Stock Appreciation Right Agreementshall be subject to the terms and conditions of the Plan. 

**(ll)*****“Stock Award”*** or***“Award”*** means any right to receive Common Stock granted under the Plan, including an Option, a Restricted Stock Award, a Restricted Stock Unit Award, a Stock Appreciation Right or any Other Stock Award. 

**(mm)*****“Stock Award Agreement”*** means a written agreement between the Company and a Participant evidencing theterms and conditions of a Stock Award grant. Each Stock Award Agreement shall be subject to the terms and conditions of the Plan. 

**(nn)*****“Subsidiary”*** means, with respect to the Company, (i) any corporation of which more than fifty percent (50%) of the outstanding capital stock having ordinary voting power to elect a majority ofthe board of directors of such corporation (irrespective of whether, at the time, stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time, directlyor indirectly, Owned by the Company, and (ii) any partnership, limited liability company or other entity in which the Company has a direct or indirect interest (whether in the form of voting or participation in profits or capital contribution)of more than fifty percent (50%). 

 

20.