Exhibit
10.35


 


ONCOCYTE
CORPORATION


 


CHANGE
IN CONTROL AND SEVERANCE PLAN


 


AND


 


SUMMARY
PLAN DESCRIPTION


 





 


Plan
Effective Date: March 1, 2020


 




    	 



    	 



    

 


ONCOCYTE
CORPORATION


CHANGE
IN CONTROL SEVERANCE PLAN


AND


SUMMARY
PLAN DESCRIPTION


 


The
Oncocyte Corporation Change in Control and Severance Plan (the “Plan”) provides change in control and/or severance
benefits to a select group of management or highly compensated employees of Oncocyte Corporation, a California corporation (the
“Company”). The Plan is effective for eligible employees who receive and execute a Change in Control and Severance
Agreement (an “Agreement”) and who otherwise satisfy the conditions set forth in such Agreement and the provisions
of this Plan (“Covered Employees”).


 


This
Plan is designed to be an “employee welfare benefit plan,” as defined in Section 3(1) of the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”). This Plan is governed by ERISA and, to the extent applicable, the
laws of the State of California, without reference to the conflict of law provisions thereof.


 


This
document and your Agreement constitute both the official plan document and the required summary plan description under ERISA.


 


I.
ELIGIBILITY


 


You
will become a Covered Employee participant in the Plan only if you: (i) are selected by the Company to be eligible to participate
in this Plan; (ii) receive and sign the Agreement (attached hereto as Exhibit A) indicating your agreement to be bound by the
terms of this Plan and the Agreement; and (iii) timely return such signed Agreement to the Company.


 


II.
BENEFITS


 


If
you are a Covered Employee, you shall be eligible for change in control and/or severance benefits at such times and in such amounts
as may be specified in your Agreement.


 


III.
OTHER IMPORTANT INFORMATION


 


A.
Plan Administration. As the Plan Administrator, the Company has the full and sole discretionary authority to administer and
interpret the Plan, including discretionary authority to determine eligibility for participation in and for benefits under the
Plan, to determine the amount of benefits (if any) payable per participant, and to interpret any terms of this document. All determinations
by the Plan Administrator will be final and conclusive upon all persons and be given the maximum possible deference allowed by
law. The Plan Administrator is the “named fiduciary” of the Plan for purposes of ERISA and will be subject to the
applicable fiduciary standards of ERISA when acting in such capacity. The Company may delegate in writing to any other person
all or a portion of its authority or responsibility with respect to the Plan.


 


B.
Source of Benefits. The Plan is unfunded, and all benefits will be paid from the general assets of the Company or its successor.
No contributions are required under the Plan.


 




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C.
Claims Procedure. If you are a Covered Employee and believe you have been incorrectly denied a benefit or are entitled to
a greater benefit than the benefit you received under the Plan, you may submit a signed, written application to the Company’s
Chief Operating Officer (“Claims Administrator”). You will be notified in writing of the approval or denial
of this claim within ninety (90) days of the date that the Claims Administrator receives the claim, unless special circumstances
require an extension of time for processing the claim. In the event an extension is necessary, you will be provided written notice
prior to the end of the initial ninety (90) day period indicating the special circumstances requiring the extension and the date
by which the Claims Administrator expects to notify you of approval or denial of the claim. In no event will an extension extend
beyond ninety (90) days after the end of the initial ninety (90) day period. If your claim is denied, the written notification
will state specific reasons for the denial, make specific reference to the Plan provision(s) on which the denial is based, and
provide a description of any material or information necessary for you to perfect the claim and why such material or information
is necessary. The written notification will also provide a description of the Plan’s review procedures and the applicable
time limits, including a statement of your right to bring a civil suit under section 502(a) of ERISA following denial of your
claim on review.


 


You
will have sixty (60) days from receipt of the written notification of the denial of your claim to file a signed, written request
for a full and fair review of the denial by a review panel which will be a named fiduciary of the Plan for purposes of such review.
This request should include the reasons you are requesting a review and may include facts supporting your request and any other
relevant comments, documents, records and other information relating to your claim. Upon request and free of charge, you will
be provided with reasonable access to, and copies of, all documents, records and other information relevant to your claim, including
any document, record or other information that was relied upon in, or submitted, considered or generated in the course of, denying
your claim. A final, written determination of your eligibility for benefits shall be made within sixty (60) days of receipt of
your request for review, unless special circumstances require an extension of time for processing the claim, in which case you
will be provided written notice of the reasons for the delay within the initial sixty (60) day period and the date by which you
should expect notification of approval or denial of your claim. This review will take into account all comments, documents, records
and other information submitted by you relating to your claim, whether or not submitted or considered in the initial review of
your claim. In no event will an extension extend beyond sixty (60) days after the end of the initial sixty (60) day period. If
an extension is required because you fail to submit information that is necessary to decide your claim, the period for making
the benefit determination on review will be tolled from the date the notice of extension is sent to you until the date on which
you respond to the request for additional information. If your claim is denied on review, the written notification will state
specific reasons for the denial, make specific reference to the Plan provision(s) on which the denial is based and state that
you are entitled to receive upon request, and free of charge, reasonable access to, and copies of, all documents, records and
other information relevant to your claim, including any document, record or other information that was relied upon in, or submitted,
considered or generated in the course of, denying your claim. The written notification will also include a statement of your right
to bring an action under section 502(a) of ERISA.


 


If
your claim is initially denied or is denied upon review, you are entitled to receive upon request, and free of charge, reasonable
access to, and copies of, any document, record or other information that demonstrates that (1) your claim was denied in accordance
with the terms of the Plan, and (2) the provisions of the Plan have been consistently applied to similarly situated Plan participants,
if any. In pursuing any of your rights set forth in this section, your authorized representative may act on your behalf.


 




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If
you do not receive notice within the time periods described above, whether on initial determination or review, you may initiate
a lawsuit under Section 502(a) of ERISA.


 


D.
Prior Plans Superseded. The Plan supersedes any and all prior separation, change in control, severance and salary continuation
arrangements, programs and/or similar plans that may previously have been offered or provided by the Company (and its predecessors-in-interest)
to Covered Employees provided, however, that an Agreement may provide for the survival of some or all of the provisions in such
prior arrangements.


 


E.
Plan Amendment or Termination. The Company reserves the right to amend or terminate the Plan at any time, in whole or in part,
and in any manner, and for any reason. Notwithstanding the foregoing, unless a Covered Employee provides written consent to the
contrary, any termination or amendment of the Plan will be effective only after two (2) years advance written notice to a Covered
Employee if such amendment or termination would result in a reduction of benefits that the Covered Employee would have otherwise
been able to receive under the pre-amended or terminated Plan.


 


F.
At-Will Employment. No provision of the Plan is intended to provide you with any right to continue as an employee with the
Company or in any other capacity, for any specific period of time, or otherwise affect the right of the Company to terminate the
employment or service of any individual at any time for any reason or no reason, with or without cause.


 


G.
Section 409A of the Internal Revenue Code. This Plan is intended to provide change in control and/or severance benefits pursuant
to an employee welfare benefit plan subject to ERISA. The Plan is not intended to constitute a “nonqualified deferred compensation
plan” within the meaning of Section 409A of the Internal Revenue Code (the “Code”). Notwithstanding the
foregoing, in the event this Plan or any benefit paid under this Plan to a Covered Employee is deemed to be subject to Code Section
409A, such Covered Employee consents to the Company’s adoption of such conforming amendments as the Company deems advisable
or necessary, in its sole discretion, to comply with Code Section 409A and avoid the imposition of taxes under Code Section 409A.
Each payment made pursuant to any provision of this Plan shall be considered a separate payment and not one of a series of payments
for purposes of Code Section 409A. While it is intended that all payments and benefits provided under this Plan to Covered Employees
will be exempt from or comply with Code Section 409A, the Company makes no representation or covenant to ensure that the payments
under this Plan are exempt from or compliant with Code Section 409A. The Company will have no liability to Covered Employees or
any other party if a payment or benefit under this Plan is challenged by any taxing authority or is ultimately determined not
to be exempt or compliant. The Covered Employees further understand and agree that the Covered Employees will be entirely responsible
for any and all taxes on any benefits payable to the Covered Employees as a result of this Plan. In addition, if upon a Covered
Employee’s “separation from service” within the meaning of Code Section 409A, he or she is then a “specified
employee” (as defined in Code Section 409A), then solely to the extent necessary to comply with Code Section 409A and avoid
the imposition of taxes under Code Section 409A, the Company shall defer payment of “nonqualified deferred compensation”
subject to Code Section 409A payable as a result of and within six (6) months following such “separation from service”
under this Plan until the earlier of (i) the first business day of the seventh month following the Covered Employee’s “separation
from service,” or (ii) ten (10) days after the Company receives written confirmation of the Covered Employee’s death.
Any such delayed payments shall be made without interest.


 




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H.
Indemnification. The Company agrees to indemnify its officers and employees and the members of the Board of Directors of the
Company from all liabilities from their acts or omissions in connection with the administration, amendment or termination of the
Plan, to the maximum extent permitted by applicable law.


 


I.
Severability. If any provision of the Plan is held invalid or unenforceable, its invalidity or unenforceability will not affect
any other provision of the Plan, and the Plan will be construed and enforced as if such provision had not been included.


 


J.
Headings. Headings in this Plan document are for purposes of reference only and will not limit or otherwise affect the meaning
hereof.


 


IV.
STATEMENT OF ERISA RIGHTS


 


As
a participant in the Plan you are entitled to certain rights and protections under ERISA. ERISA provides that all Plan participants
shall be entitled to:


 


A.
Receive Information About Your Plan and Benefits


 


Examine,
without charge, at the Plan Administrator’s office and at other specified locations, such as work sites, all documents governing
the Plan.


 


Obtain,
upon written request to the Plan Administrator, copies of documents governing the operation of the Plan. The Plan Administrator
may impose a reasonable charge for the copies.


 


B.
Prudent Actions by Plan Fiduciaries


 


In
addition to creating rights for Plan participants, ERISA imposes duties upon the people who are responsible for the operation
of the employee benefit plan. The people who operate your Plan, called “fiduciaries” of the Plan, have a duty to do
so prudently and in the interest of you and other Plan participants and beneficiaries. No one, including your employer or any
other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a welfare benefit or
exercising your rights under ERISA.


 


C.
Enforce Your Rights


 


If
your claim for a welfare benefit is denied or ignored, in whole or in part, you have a right to know why this was done, to obtain
copies of documents relating to the decision without charge, and to appeal any denial, all within certain time schedules.


 


Under
ERISA, there are steps you can take to enforce the above rights. For instance, if you request a copy of Plan documents and do
not receive it within 30 days, you may file suit in a federal court. In such a case, the court may require the Plan Administrator
to provide the materials and pay you up to $110.00 per day until you receive the materials, unless the materials were not sent
because of reasons beyond the control of the Plan Administrator. If you have a claim for benefits which is denied or ignored,
in whole or in part, you may file suit in a state or federal court after you have completed the Plan’s administrative appeals
process. If you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor,
or you may file suit in a federal court. The court will decide who should pay court costs and legal fees. If you are successful,
the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs
and fees, for example, if it finds your claim is frivolous.


 




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D.
Assistance With Your Questions


 


If
you have any questions about the Plan, you should contact the Plan Administrator. If you have any questions about this statement
or about your rights under ERISA, or if you need assistance in obtaining documents from the Plan Administrator, you should contact
the nearest office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in your telephone directory,
or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200
Constitution Avenue N.W., Washington, D.C. 20210. You may also obtain certain publications about your rights and responsibilities
under ERISA by calling the publications hotline of the Employee Benefits Security Administration.


 


ADDITIONAL
PLAN INFORMATION


 


	Name
    of Plan:	Oncocyte
    Corporation Change in Control and Severance Plan
	Employer
    Sponsoring Plan:	Oncocyte
                                         Corporation

        15
        Cushing, Irvine, CA 92618

	Employer
    Identification Number:	27-1041563
	Plan
    Number:	501
	Plan
    Year:	Calendar
    Year
	Plan
    Administrator:	Oncocyte
                                         Corporation

        c/o
        Chief Operating Officer

        15
        Cushing, Irvine, CA 92618

        Telephone
        No. (949) 409-7600

	Agent
    for Service of Legal Process:	Plan
    Administrator, at the above address
	Type
    of Plan:	Employee
    Welfare Benefit Plan providing for change in control and/or severance benefits
	Plan
    Costs:	The
    cost of the Plan is paid by Oncocyte Corporation
	Type
    of Administration:	Self-administered
    by the Plan Administrator


 


[signature
on following page]


 




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IN
WITNESS WHEREOF, the Company has caused this Plan to be duly executed as of March 1, 2020.


 


	 	ONCOCYTE
    CORPORATION
	 	 	
	 	By:	                  
	 	Title:	 



 



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