CHANGE IN CONTROL SEVERANCE BENEFIT PLAN
Section 1. INTRODUCTION.
The Dionex Corporation Change in Control Severance Benefit Plan (the “Plan”) was established
effective October 5, 2001. The purpose of the Plan is to provide for the payment of severance benefits to certain
eligible employees of Dionex Corporation (the “Company”) whose employment with the Company is terminated
following a Change in Control. This Plan shall supersede any severance benefit plan, policy or practice previously
maintained by the Company. This Plan document also is the Summary Plan Description for the Plan.
Section 2. DEFINITIONS.
For purposes of the Plan, the following terms are defined as follows:
(a) “Base Salary” means the Eligible Employee’s annual base salary as in effect during the last
regularly scheduled payroll period immediately preceding the Change in Control or as increased thereafter.
(b) “Board” means the Board of Directors of the Company.
(c) “Change in Control” is defined as one or more of the following events:
(i) there is consummated a sale or other disposition of all or substantially all of the assets of the
Company (other than a sale to an entity where at least fifty percent (50%) of the combined voting power of the
voting securities of such entity are owned by the stockholders of the Company in substantially the same
proportions as their ownership of the Company immediately prior to such sale);
(ii) any person, entity or group (other than the Company, a subsidiary or affiliate of the
Company, or a Company employee benefit plan, including any trustee of such plan acting as trustee) becomes the
beneficial owner, directly or indirectly, of securities of the Company representing fifty percent (50%) or more of
the combined voting power of the Company’s then outstanding securities other than