Change of Control Retention and Severance Agreement
This Change of Control Retention and Severance Agreement (the " Agreement ") is made and entered into as of March 4, 2003
(the " Effective Date "), by and between Cepheid and Thomas L. Gutshall (the " Executive "). Capitalized terms used in this
Agreement shall have the meanings set forth in Section 3 below.
1. Purpose . The purpose of this Agreement is to encourage Executive to remain in the employ of the Company and to continue
to devote Executive's full attention to the success of the Company in the event of a Change of Control, as such term is defined
in Section 3 of this Agreement.
2. Termination Upon Change of Control . In the event of Executive's Termination Upon a Change of Control, Executive shall
receive the following payments and benefits:
2.1 Accrued Salary and Vacation, and Benefits . Executive shall receive all salary and accrued vacation (less applicable
withholding) earned through Executive's termination date, and the benefits, if any, under Company benefit plans to which
Executive may be entitled pursuant to the terms of such plans.
2.2 Stock Award Acceleration . Provided that Executive complies with Section 5 below, all outstanding stock options granted
and restricted stock issued by the Company to Executive prior to the Change of Control shall become fully vested and
exercisable immediately prior to the effective date of the Termination Upon a Change of Control.
2.3 Cash Severance Payment . Provided that Executive complies with Section 5 below, Executive shall receive a lump sum cash
payment in an amount equal to eighteen (18) months of Executive's the effective base salary (less applicable withholding), paid
within ten (10) business days of the effective date of the Termination Upon a Change of Control.
3. Definitions . Capitalized terms used in this Agreement shall have the meanings set forth in this Section 3.
3.1 " Cause " means Executive's (a) failure to perform any reasonable and lawful duty of E