EX-10.14







	 	 	 	 	 



Exhibit 10.14




AMENDMENT TO

GEN-PROBE INCORPORATED

CHANGE-IN-CONTROL SEVERANCE COMPENSATION PLAN





     Gen-Probe Incorporated hereby amends the Gen-Probe Incorporated Change-in-Control Severance
Compensation Plan (the “Plan”), pursuant to its authority under Section 4.2 of the Plan.



     1. The first sentence of Section 1.1 is amended in its entirety to read as follows:



     “An Employee who is not an officer of the Company shall be entitled to participate in this
Plan upon the termination of his or her employment within 12 months following a Change in Control
by the Company without Cause, provided in any case that (a) the termination occurs within the
period set forth in Section 4.1, and (b) such termination constitutes a “separation from service”
within the meaning of Treasury Regulation Section 1.409A-1(h) (a “Separation from Service”).”



     2. Section 2.2 is amended in its entirety to read as follows:



     “In lieu of any further salary payment to the Employee for periods subsequent to the Date of
Termination, provided the Employee has executed a release of claims against the Company in a form
acceptable to the Company on or prior to the fiftieth (50th) day following the
Employee’s Date of Termination, and does not revoke such release within any applicable period
required by law, the Company shall pay, in accordance with the provisions of Section 2.3 below, as
severance pay to him after the Date of Termination, Weekly Salary calculated as set forth in
Sections 1.2 and 1.3.”



     3. Section 2.3 is amended in its entirety to read as follows:



     “The Company shall pay the full amount of the aggregate Weekly Salary determined under Section
1.3 in a single lump sum payment within sixty (60) days following the Date of Termination.”



     4. Section 2.4 is amended in its entirety to read as follows:



     “The Company shall also pay to the Employee all reasonable legal fees and expenses incurred by
the Employee within ten years following the Date of Termination in successfully seeking to obtain
or enforce any right provided by this Plan. To the extent that any such reimbursements are subject
to the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”),
(a) any reimbursements payable to the Employee pursuant to this Section 2.4 shall be paid to the
Employee no later than December 31 of the year following the year in which the cost was incurred,
(b) the amount of expenses reimbursed in one year shall not affect the amount eligible for
reimbursement in any subsequent year, and (c) the Employee’s right to reimbursement under this
Section 2.4 will not be subject to liquidation or exchange for another benefit.”



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     5. The following shall be added to the Plan as a new Section 2.8:



     “Notwithstanding any provision to the contrary herein, if the Employee is deemed by the
Company on the Date of Termination to be a “specified employee” for purposes of the Code, to the
extent delayed commencement of any portion of the benefits to which the Employee is entitled under
the Plan is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of
the Code, such portion of the Employee’s benefits shall not be provided to the Employee prior to
the earlier of (a) the expiration of the six-month period measured from the Date of Termination or
(b) the date of the Employee’s death. Upon the first business day following the expiration of the
applicable Code Section 409A(a)(2)(B)(i) deferral period, all payments deferred pursuant to this
Section shall be paid in a lump sum to the Employee, and any remaining payments due under the Plan
shall be paid as otherwise provided herein.”



     6. Section 9.4 is amended in its entirety to read as follows:



     ““Date of Termination” means if the Employee’s employment is terminated by the Company (or any
successor to the Company) for any reason, the date of the Employee’s Separation from Service from
the Company (or any successor to the Company).”



     IN WITNESS WHEREOF, Gen-Probe Incorporated, by its authorized officer, has caused this
Amendment to the Gen-Probe Incorporated Change-in-Control Severance Compensation Plan to be
executed this 2nd day of October 2008.



	 	 	 	 	 
	 	GEN-PROBE INCORPORATED

 	 
	 	By:  	     /s/ Diana De Walt
 	 
	 
	 	Its: Senior Vice President, Human Resources