Exhibit 10.33
ILLUMINA, INC.
AMENDED AND RESTATED CHANGE IN CONTROL
SEVERANCE AGREEMENT
This AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE AGREEMENT (the “
Agreement ”), is made as of the 22 nd day of October 2008 by and between ILLUMINA, INC., a Delaware
corporation (the “ Company ”) and Jay T. Flatley (the “ Executive ”).
WHEREAS, the Executive is a key member of the management of the Company, and the Board of
Directors of the Company (the “Board”) considers it to be in the best interests of the Company and its
stockholders to foster the retention of its key management personnel;
WHEREAS, it is expected that from time to time the Board may consider the possibility of a Change in
Control of the Company, and the Board recognizes that a Change in Control and the uncertainties that it may
raise among management could result in the departure or distraction of management personnel to the detriment of
the Company;
WHEREAS, this Agreement is intended to create an incentive for the Executive to remain in the employ of
the Company and to maximize the value of the Company for the benefit of the stockholders in connection with a
Change in Control;
WHEREAS, the Executive and the Company are parties to a Change in Control Severance Agreement,
dated August 21, 2006 (the “ Change in Control Agreement ”); and
WHEREAS, the Executive and the Company desire to amend and restate the Change in Control
Agreement.
NOW, THEREFORE, in consideration of the covenants herein contained and the continued employment
of the Executive, the parties hereto agree as follows:
1. Agreement Term
This Agreement became effective on August 21, 2006 (the “Effective Date”) and shall continue to be
effective for the period beginning on the Effective Date and ending on the date that is the third anniversary of the
Effective Date, provided that such period shall be automatically extended for an additional year on each
anniversary of