Exhibit 10.32
AFFYMETRIX, INC.
A Delaware corporation
Change of Control Plan
(As Amended Through May 16, 2008)
This Change of Control Plan (the “ Plan ”) sets forth (i) the terms applicable to equity awards of
Affymetrix, Inc. (together with any successor to substantially all of its business, stock or assets, the “ Company
”) in the event of a transaction resulting in a Change of Control (as defined below) and (ii) the receipt of
severance benefits for Covered Persons of the Company in the event of a transaction resulting in a Change of
Control.
1. Treatment of Equity Awards . Upon the occurrence of a Change of Control, or the
execution by the Company of any agreement with respect to a Change of Control, the Board shall take any one
or more of the following actions with respect to outstanding compensatory stock options, restricted stock,
restricted stock units or other equity awards (collectively, “ Equity Awards ”) held by any Covered Person at
such time:
(a) provide that outstanding Equity Awards shall be continued by the Company if
the Company is the surviving entity or shall be assumed, or equivalent Equity Awards shall be
substituted, by the acquiring or succeeding corporation (or an affiliate thereof);
(b) upon written notice to the holders of Equity Awards, provide that all Equity
Awards will become vested and, if applicable, exercisable in full as of a specified time (the “
Acceleration Time ”) prior to the Change of Control and will terminate immediately prior to the
consummation of such Change of Control;
(c) in the event of a transaction resulting in a Change of Control, under the terms of
which holders of Common Stock, par value $0.01 per share, of the Company (the “ Common
Stock ”) will receive upon consummation thereof a cash payment for each share of Common Stock
surrendered pursuant to such Change of Control (the “ Acquisition Price ”), provide that all
outstanding Equity Awards shall ter