CardioDx, Inc. Chief Financial Officer Employment Offer Letter to Andrew Guggenhime (August 9, 2011)

Exhibit 10.10

August 9, 2011

Andrew Guggenhime

Dear Andrew:

On behalf of CardioDx, Inc., I am pleased to offer you the position of Chief Financial Officer.  You will be working under the guidance of David Levison, President & CEO.

1.                                      Compensation and Benefits.

a.                                      Base Wage.  In this exempt position, you will earn a starting salary of $23,750.00 a month, which is equivalent to $285,000.00 on an annualized basis, subject to applicable tax withholding.  Your salary will be payable pursuant to the Company’s regular payroll policy.  Your salary will be subject to annual review for potential upward adjustment.

b.                                      Benefits.  You will receive the Company’s standard employee benefits package as the Company makes available to other similarly situated employees, and will be subject to the Company’s vacation policy, as such package and policy are in effect from time to time.

c.                                       Executive Bonus.  You will be entitled to an annual bonus targeted at not less than 30% of your then-current base salary based on agreed upon, and met, milestones and metrics, subject to approval from the Board of

Directors.  Following the close of each calendar year, the Board of Directors will determine in its sole discretion whether you have earned a performance bonus, and the amount of any performance bonus, based on its determination of your achievement of the agreed upon milestones and metrics.  No amount of the annual bonus is guaranteed, and you must be an employee in good standing on the bonus payment date to be eligible to receive a bonus.

2.                                      Consultancy.  Until the Start Date (as defined below), you will consult with the Company on a periodic basis as your schedule allows.  The Company will compensate you at the rate of $125 per hour for each hour of services rendered by you.

3.                                      Equity Award.

a.                                      Stock Option.  Following your commencement of service to the Company, the Board of Directors will grant you a non-qualified stock option (the “Option”) to purchase 1,000,000 shares of the Company’s Common Stock with an exercise price per share equal to the then current fair market value of the Company’s Common Stock as determined by the Board of Directors.  Subject to vesting in the form of the Company’s right to repurchase the shares subject to the Option (the “Option Shares”), the Option will be exercisable any time after the date of grant.  The Option Shares will vest at the rate of 25% of the total number of shares subject to the Option on the first anniversary of your Vesting Commencement Date (as defined in the Stock Option Agreement to be executed between you and the Company, which date will be your Start Date, as defined below) and 1/48th of the total number of shares subject to the Option each month thereafter on the monthly anniversary of the Vesting Commencement Date.  Vesting will, of course, depend on your continued provision of services to the Company.  The Option will be subject to the terms of the Company’s 2004 Stock Plan (the “Plan”) and the Stock Option Agreement, which agreement will be in a form attached hereto as Attachment A, including but not limited to a “lock-up” provision and a right of first refusal in favor of the Company.  The Company represents and warrants to you that as of the date hereof, the fully-diluted capitalization (which includes all securities on an as-if-exercised or converted basis and the entirety of all securities reserved for issuance pursuant to incentive

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plans or programs of the Company) does not exceed 102,760,055 shares of Common Stock.

b.                                      Acceleration.  Notwithstanding the vesting schedule set forth in Section 3(a), the Stock Option Agreement will provide that if (i) within the “Pre-Closing Trigger Window” (as defined below) and provided that a “Sale Event” (as defined below) is consummated within such Pre-Closing Trigger Window or (ii) upon or within the one-year period following the consummation of a “Sale Event”, your status as a service provider to the Company or the successor entity is terminated by the Company or the successor entity without “Cause” (as defined below), and other than by reason of death or disability, or if you resign for “Good Reason” (as defined below), one hundred percent (100%) of the then unvested shares subject to the Option shall vest as of your termination date; provided, however, that in order to be eligible for such acceleration of vesting benefit, you must execute, deliver and allow to become effective the form of release of claims attached hereto as Attachment B (the “Release”) within seventy (70) days following your termination date.  Further, if such termination or resignation occurs under the circumstances described in (i) above, you may exercise the Option until the later of the 90-day period following your termination date and the end of the Pre-Closing Trigger Window (but in no event later than the Expiration Date of the Option as set forth in the Stock Option Agreement).  “Pre-Closing Trigger Window” means the period of time commencing sixty (60) days prior to the Company’s execution of the first definitive agreement for a Sale Event (such execution date, the “Signing Date”) and ending on the earlier to occur of (a) the first anniversary of the Signing Date and (b) the consummation of a Sale Event.  “Sale Event” means (x) a Change of Control (as defined in the Plan); (y) an actual liquidation, dissolution, or winding up of the Company approved by the Company’s Board of Directors and the Company’s stockholders (each, an “Actual Liquidation”); or (z) a transaction or a series of related transactions that are deemed to be a Liquidation Transaction (as defined in the Company’s Amended and Restated Certificate of Incorporation in effect on the date hereof (the “Restated Certificate”)) pursuant to the Restated Certificate, provided that if, (1) in accordance with Section 2(c)(i) of Article IV(B) of the Restated Certificate, the holders of shares of the Company’s Preferred Stock determine that a transaction or series of related transactions shall not be considered a Liquidation Transaction

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and (2) in connection with such transaction(s), the holders of the Company’s Preferred Stock do not receive any consideration (whether cash or other property (including other securities of a different entity)) on account of, upon conversion of or in exchange for their shares of Preferred Stock (or any Common Stock issued upon conversion of such Preferred Stock prior to or in connection with such transaction(s)), then such transaction or series of related transactions shall not be a Sale Event.  “Cause” means: (a) your unauthorized use or disclosure of the Company’s confidential information or trade secrets that materially and adversely affects the business of the Company; (b) your conviction of, or plea of “guilty” or “no contest” to, a felony under the laws of the United States or any State thereof; or (c) your gross misconduct in the performance of your material job duties that materially and adversely affects the business of the Company.  “Good Reason” means any of the following taken without your written consent and provided (1) the Company receives, within thirty (30) days following the occurrence of any of the events set forth in clauses (a) through (e) below, written notice by you specifying the specific basis for your belief that you are entitled to terminate employment for Good Reason, (2) the Company fails to cure the event constituting Good Reason within (30) days after receipt of such written notice thereof, and (3) you terminate employment within thirty (30) days following expiration of such cure period (or, if earlier, the date upon which the Company notifies you that it will not cure):  (a) an assignment to you of any duties or responsibilities or a reduction in your duties or responsibilities, either of which results in a significant diminution in your duties or responsibilities with the Company or its successor in effect immediately prior to such assignment or reduction; (b) a change in title from that of Chief Financial Officer, (c) you cease to report directly to the chief executive officer of the ultimate parent entity of the Company or, upon or following a Sale Event, the chief executive officer of the ultimate parent entity of the Company’s successor, if applicable, (d) a reduction by the Company or its successor in your then-current base salary or annual bonus opportunity by more than five percent (5%); (d) a material reduction by the Company in the kind or level of employee benefits to which you are entitled immediately prior to such reduction with the result that your overall benefits package is significantly reduced; or (e) the relocation of your place of employment to a facility or a location more than 50 miles from your then-current location.  The foregoing definition of “Cause” will be the definition used for such term in all

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places in your Option Agreement and attachments thereto, including, without limitation provisions relating to the forfeiture or repurchase of equity (such as the implementation of Section 10(b) of the Plan).

c.                                       Further Terms.  The Stock Option Agreement will further provide that in the event of a Sale Event in which your Option will not be assumed or substituted by the Company’s successor or a parent or subsidiary of such successor (a) the Company will give you written notice at least ten (10) business days before consummating such Sale Event (which notice shall specify that the Option will not be assumed or substituted), (b) the vesting of the Option will accelerate in full immediately prior to the consummation of such event, and (c) you will be allowed to exercise the Option (in whole or in part as you choose to the extent not then exercised) contingent upon the consummation of the Sale Event (in addition to any other exercise rights that you may have under the Option).

4.                                      Sale Event Severance.  If (a) within the Pre-Closing Trigger Window or (b) upon or within the one year period following the consummation of a Sale Event (other than an Actual Liquidation), your employment with the Company or the successor entity is terminated by the Company or the successor entity without “Cause” (as defined above), and other than by reason of death or disability, or if you resign for “Good Reason” (as defined above), provided that you execute, deliver and allow to become effective the Release within seventy (70) days following your termination date, then the Company agrees to provide you severance benefits as set forth in this Section 4.

a.                                      Termination within the Pre-Closing Trigger Window.  If the date of your termination occurs within the Pre-Closing Trigger Window, then:

(i)             On the seventy-first (71st) day following termination of your employment, the Company will make a lump sum payment to you equal to three (3) months of your then-current base wage plus the greater of the amount representing twenty-five percent (25%) of (A) your target annual bonus in effect for the year in which your employment is terminated and (B) your actual annual bonus for the fiscal year preceding the year in which your employment is

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terminated, annualized if applicable, subject to applicable tax withholding.  In addition, the Company will reimburse you for payments you have made or will make for COBRA coverage for you and your dependents for a period of up to three (3) months following your date of termination, or until you have secured other employment and become eligible for health insurance benefits, whichever occurs first (the “Initial COBRA Period”), provided you timely elect and pay for COBRA coverage, with such COBRA reimbursements made by the Company to you consistent with the Company’s normal expense reimbursement policy, provided that you submit documentation to the Company substantiating your payments for COBRA coverage; and

(ii)                If a Sale Event is consummated within the Pre-Closing Trigger Window, and provided that you execute, deliver and allow to become effective the “Final Severance Benefit Release” in substantially the form attached hereto as Attachment C within thirty (30) days following the effective date of the Sale Event, on the thirty first (31st) days following such effective date, the Company will make a lump sum payment to you equal to six (6) months of your base wage in effect on your termination date plus the greater of the amount representing fifty percent (50%) of (A) your target annual bonus in effect for the year in which your employment was terminated and (B) your actual annual bonus for the fiscal year preceding the year in which your employment was terminated, annualized if applicable, subject to applicable tax withholding.  In addition, the Company will reimburse you for payments you have made or will make for COBRA coverage for you and your dependents for a period of up to an additional six (6) months, or until you have secured other employment and become eligible for health insurance benefits, whichever occurs first (the “Subsequent COBRA Period”), provided you timely elect and pay for COBRA coverage, with such COBRA reimbursements made by the Company to you consistent with the Company’s normal expense reimbursement policy, provided that you submit documentation to the Company substantiating your payments for COBRA coverage (such benefits described in this paragraph (ii) collectively, the “Final Lump Sum Severance Benefits”); or

b.                                      Termination upon or within one year following a Sale Event.  If the date of your termination occurs upon or within one year following a Sale

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Event, then on the seventy-first (71st) day following termination of your employment, the Company will provide you continuation of your then-current base wage beginning on the date of termination and ending on the date nine (9) months thereafter, subject to applicable tax withholding, payable on the Company’s regular payroll schedule and a lump sum payment equal to the greater of the amount representing 75% of (A) your target annual bonus in effect for the year in which your employment is terminated and (B) your actual annual bonus for the fiscal year preceding the year in which your employment is terminated, annualized if applicable, subject to applicable tax withholding.  In addition, the Company will reimburse you for payments you have made or will make for COBRA coverage for you and your dependents for a period of up to nine (9) months following your date of termination, or until you have secured other employment and become eligible for health insurance benefits, whichever occurs first (the “Sale Event COBRA Period”), provided you timely elect and pay for COBRA coverage, with such COBRA reimbursements made by the Company to you consistent with the Company’s normal expense reimbursement policy, provided that you submit documentation to the Company substantiating your payments for COBRA coverage.  For avoidance of doubt, if your termination date is the date upon which the Sale Event is consummated, then this Section 4(b) shall apply to the exclusion of Section 4(a).

Notwithstanding the above, if the Company determines in its sole discretion that it cannot provide the foregoing COBRA benefits without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof provide to you a taxable monthly payment (grossed up for applicable income and employment taxes) in an amount equal to the monthly COBRA premium that you would be required to pay to continue your group health coverage in effect on the date of your termination (which amount shall be based on the premium for the first month of COBRA coverage), which payments shall be made regardless of whether you elect COBRA continuation coverage and shall end on the earlier of (x) the date upon which you obtain other employment and become eligible for health insurance benefits or (y) the last day of the Initial COBRA Period, the Subsequent COBRA Period, or the Sale Event COBRA Period, as applicable.  Further, in the event that a Sale Event has not occurred prior to expiration of the Initial COBRA

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Period and provided that at such time you remain eligible for COBRA benefits, the Company will continue to reimburse you for payments you make for COBRA coverage for you and your dependents until the end of the Subsequent COBRA Period or Sale Event COBRA Period, as applicable, provided that you remain eligible for such benefits.

5.                                      Section 409A Compliance.

a.                                      To the extent (i) any payments to which you become entitled under this letter, or any agreement or plan referenced herein, in connection with your termination of employment with the Company constitute deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) you are deemed at the time of such termination of employment to be a “specified employee” under Section 409A of the Code, then such payment or payment shall not be made or commence until the earlier of (i) the expiration of the six (6)-month period measured from the date of your “separation from service” (as such term is at the time defined in regulations under Section 409A of the Code) with the Company; or (ii) the date of your death following such separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to you, including (without limitation) the additional twenty percent (20%) tax for which you would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral.  The first payment thereof will include a catch-up payment covering the amount that would have otherwise been paid during the period between your termination of employment and the first payment date but for the application of this provision, and the balance of the installments (if any) will be payable in accordance with their original schedule.

b.                                      For purposes of this letter or any agreement or plan referenced herein, with respect to any payment that is subject to (and not exempt from) Section 409A of the Code, termination of your employment shall mean a “separation from service” within the meaning of Section 409A of the Code, and Section 1.409A-1(h) of the regulations thereunder.

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c.                                       Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this agreement is determined to be subject to (and not exempt from) Section 409A of the Code, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other calendar year, in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which you incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit.

d.                                      To the extent that any provision of this letter is ambiguous as to its compliance with Section 409A, the provision will be read in such a manner so that all payments hereunder comply with Section 409A (or an exemption therefrom).  To the extent any payment under this Agreement may be classified as a “short-term deferral” within the meaning of Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A.  Payments pursuant to this letter are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the regulations under Section 409A.

6.                                      Pre-employment Conditions.

a.                                      Confidentiality Agreement.  Your acceptance of this offer and commencement of service with the Company is contingent upon the execution, and delivery to an officer of the Company, of the Company’s Confidential Information and Invention Assignment Agreement, a copy of which is attached hereto as Attachment D for your review and execution (the “Confidentiality Agreement”), prior to or on the date on which you begin to provide services to the Company.

b.                                      Right to Work.  For purposes of federal immigration law, you will be required to provide to the Company documentary evidence of your identity and eligibility for employment in the United States.  Such documentation

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must be provided to us within three (3) business days of your Start Date, or our employment relationship with you may be terminated.

c.                                       Verification of Information.  This offer of employment is also contingent upon the successful verification of the information you provided to the Company during your application process, as well as a general background check performed by the Company to confirm your suitability for employment.  By accepting this offer of employment, you warrant that all information provided by you is true and correct to the best of your knowledge, and you expressly release the Company from any claim or cause of action arising out of the Company’s verification of such information.  You have a right to review copies of any public records obtained by the Company in conducting this verification process unless you check the box below.

7.                                      No Conflicting Obligations.  You understand and agree that by accepting this offer of employment, you represent to the Company that your performance will not breach any other agreement to which you are a party and that you have not, and will not during the term of your employment with the Company, enter into any oral or written agreement in conflict with any of the provisions of this letter or the Company’s policies.  You are not to bring with you to the Company, or use or disclose to any person associated with the Company, any confidential or proprietary information belonging to any former employer or other person or entity with respect to which you owe an obligation of confidentiality under any agreement-or otherwise.  The Company does not need and will not use such information and we will assist you in any way possible to preserve and protect the confidentiality of proprietary information belonging to third parties.  Also, we expect you to abide by any obligations to refrain from soliciting any person employed by or otherwise associated with any former employer and suggest that you refrain from having any contact with such persons until such time as any non-solicitation obligation expires.

8.                                      General Obligations.  As an employee, you will be expected to adhere to the Company’s standards of professionalism, loyalty, integrity, honesty, reliability and respect for all.  Please note that the Company is an equal opportunity employer.  The Company does not permit, and will not tolerate, the unlawful discrimination or harassment of any employees, consultants, or related

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third parties on the basis of sex, race, color, religion, age, national origin or ancestry, marital status, veteran status, mental or physical disability or medical condition, sexual orientation, pregnancy, childbirth or related medical condition, or any other status protected by applicable law.  Any questions regarding this EEO statement should be directed to Human Resources.

9.                                      At-Will Employment.  Your employment with the Company will be on an “at will” basis, meaning that either you or the Company may terminate your employment at any time for any reason or no reason, without further obligation or liability.  The Company also reserves the right to modify or amend the terms of your employment at any time for any reason.  This policy of at-will employment is the entire agreement as to the duration of your employment and may only be modified in an express written agreement signed by the Chief Executive Officer of the Company.

10.                               Attorney’s Fees.  The Company agrees to pay for the reasonable attorney’s fees incurred by you in connection with this offer letter and the matters contemplated herein, not to exceed $5,000.00 in the aggregate.

We are all delighted to be able to extend you this offer and look forward to working with you.  To indicate your acceptance of the Company’s offer, please sign and date this letter in the space provided below and return it to me, along with a signed and dated original copy of the Confidentiality Agreement, on or before August     , 2011.  The Company requests that you begin work in this new employment position on September 6, 2011, or such earlier day as you may specify (the “Start Date”).  Your status as a consultant to the Company will commence immediately upon your return of an executed copy of this offer letter to me.  This letter, together with the Confidentiality Agreement, set forth the terms of your employment with the Company and supersede any prior representations or agreements, whether written or oral.  This letter will be governed by the laws of California, without regard to its conflict of laws provisions.  This letter may not be modified or amended except by a written agreement, signed by an officer of the Company.

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Attachment A:  Stock Option Agreement
Attachment B:  Form of Release
Attachment C:  Form of Final Severance Benefit Release
Attachment D:  Confidential Information and Invention Assignment Agreement

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Attachment A

Stock Option Agreement

CARDIODX, INC.

2004 STOCK PLAN

NOTICE OF STOCK OPTION GRANT

Andrew Guggenhime

You have been granted an option to purchase Common Stock of CardioDx, Inc. (the “Company”) as follows:

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By your signature and the signature of the Company’s representative below, you and the Company agree that this option is granted under and governed by the terms and conditions of the

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CardioDx, Inc. 2004 Stock Plan and the Stock Option Agreement, both of which are attached and made a part of this document.

In addition, you agree and acknowledge that your rights to any Shares underlying the Option will be earned only as you provide services to the Company over time, that the grant of the Option is not as consideration for services you rendered to the Company prior to your Vesting Commencement Date, and that nothing in this Notice or the attached documents confers upon you any right to continue your employment or consulting relationship with the Company for any period of time, nor does it interfere in any way with your right or the Company’s right to terminate that relationship at any time, for any reason, with or without cause.

The per share “Exercise Price” is intended to be at least equal to the fair market value of the Company’s Common Stock at the date of grant.  The Company has attempted in good faith to make the fair market value determination in compliance with applicable tax law although there can be no certainty that the IRS will agree.  If the IRS does not agree and asserts the fair market value at the time of grant is higher than the Exercise Price, the IRS could seek to impose greater taxes on you, including interest and penalties under Internal Revenue Code Section 409A.  While we think this is an unlikely event, we cannot provide absolute assurance and you may want to consult your own tax adviser with any questions.

IRS Circular 230 Disclosure:  To ensure compliance with requirements imposed by the IRS, we inform you that any tax advice contained in this communication (including any attachments) (i) was not intended or written to be used, and cannot be used, for the purpose of avoiding any tax penalty and (ii) was not written to promote, market or recommend the transaction or matter addressed in the communication.  Each taxpayer should seek advice based on the taxpayer’s particular circumstances from an independent tax advisor.

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CARDIODX, INC.

2004 STOCK PLAN

STOCK OPTION AGREEMENT

1.                                      Grant of Option.  CardioDx, Inc., a Delaware corporation (the “Company”), hereby grants to Andrew Guggenhime (“Optionee”), an option (the “Option”) to purchase the total number of shares of Common Stock (the “Shares”) set forth in the Notice of Stock Option Grant (the “Notice”), at the exercise price per Share set forth in the Notice (the “Exercise Price”) subject to the terms, definitions and provisions of the CardioDx, Inc. 2004 Stock Plan (the “Plan”) adopted by the Company, which is incorporated in this Agreement by reference.  Unless otherwise defined in this Agreement, the terms used in this Agreement shall have the meanings defined in the Plan.

2.                                      Designation of Option.  This Option is intended to be an Incentive Stock Option as defined in Section 422 of the Code only to the extent so designated in the Notice, and to the extent it is not so designated  or to the extent the Option does not qualify as an Incentive Stock Option, it is intended to be a Nonstatutory Stock Option.

Notwithstanding the above, if designated  as an Incentive Stock Option, in the event that the Shares subject  to this Option (and all other Incentive Stock Options  granted to Optionee by the Company or any Parent or Subsidiary, including under other plans of the Company) that first become exercisable in any calendar year have an aggregate fair market value (determined for each Share as of the date of grant of the option covering such Share) in excess of $100,000, the Shares in excess of $100,000 shall be treated as subject to a Nonstatutory Stock Option, in accordance with Section 5(c) of the Plan.

3.                                      Exercise of Option.  This Option shall be exercisable during its term in accordance with the Vesting/Exercise Schedule set out in the Notice and with the provisions of Section 10 of the Plan as follows:

(a)                                 Right to Exercise.

(i)                                                             This Option may not be exercised for a fraction of a share.

(ii)                                                          In the event of Optionee’s death, disability or other termination of Continuous Service Status, the exercisability of the Option is governed by Section 5 below, subject to the limitations contained in this Section 3.

(iii)                                                       In no event may this Option be exercised after the Expiration Date of the Option as set forth in the Notice.

(b)                                 Method of Exercise.

(i)                                                             This Option shall be exercisable by execution and delivery of the Early Exercise Notice and Restricted Stock Purchase Agreement attached hereto as Exhibit A, the Exercise Notice and Restricted Stock Purchase Agreement attached hereto as Exhibit B, or any other form of written notice approved for such purpose by the Company which shall state Optionee’s election to exercise the Option, the number of Shares in respect of which the Option is being exercised, and such other representations and agreements as to the holder’s investment intent with respect to such Shares as may be required by the Company pursuant to the provisions of the Plan.  Such written notice shall be signed by Optionee and shall be delivered to the Company by such means as are determined by the Plan Administrator in its discretion to constitute adequate delivery.  The written notice shall be accompanied by payment of the Exercise Price.  This Option shall be deemed to be exercised upon receipt by the Company of such written notice accompanied by the Exercise Price.

(ii)                                                          As a condition to the exercise of this Option and as further set forth in Section 12 of the Plan, Optionee agrees to make adequate provision for federal, state or other tax withholding obligations, if any, which arise upon the vesting or exercise of the Option, or disposition of Shares, whether by withholding, direct payment to the Company, or otherwise.

(iii)                                                       The Company is not obligated, and will have no liability for failure, to issue or deliver any Shares upon exercise of the Option unless such issuance or delivery would comply with the Applicable Laws, with such compliance determined by the Company in consultation with its legal counsel.  This Option may not be exercised until such time as the Plan has been approved by the stockholders of the Company, or if the issuance of such Shares upon such exercise or the method of payment of consideration for such shares would constitute a violation of any applicable federal or state securities or other law or regulation, including any rule under Part 221 of Title 12 of the Code of Federal Regulations as promulgated by the Federal Reserve Board.  As a condition to the exercise of this Option, the Company may require Optionee to make any representation and warranty to the Company as may be required by the Applicable Laws.  Assuming such compliance, for income tax purposes the Shares shall be considered transferred to Optionee on the date on which the Option is exercised with respect to such Shares.

(iv)                                                      As a further condition to the exercise of this Option, if required by the terms and conditions of the Company’s (y) then current voting agreement, among the Company and certain of its other stockholders (the “Voting Agreement”) or (z) then current right of first refusal and co-sale agreement, among the Company and certain of its stockholders (the “Co-Sale Agreement” and together with the Voting Agreement, the “Required Stockholder Agreements”), a copy of each of which may be obtained by Optionee upon request and without charge from the Company, Optionee agrees to execute and deliver an Instrument of Adherence or other document provided by the Company to become a party to the Required Stockholder Agreements as required and to be bound by the terms and conditions thereof.

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4.             Method of Payment.  Payment of the Exercise Price shall be by any of the following, or a combination of the following, at the election of Optionee:

(a)           cash or check;

(b)           cancellation of indebtedness;

(c)           prior to the date, if any, upon which the Common Stock becomes a Listed Security, by surrender of other shares of Common Stock of the Company that have an aggregate Fair Market Value on the date of surrender equal to the Exercise Price of the Shares as to which the Option is being exercised.  In the case of shares acquired directly or indirectly from the Company, such shares must have been owned by Optionee for more than six (6) months on the date of surrender (or such other period of time as is necessary to avoid the Company’s incurring adverse accounting charges); or

(d)           following the date, if any, upon which the Common Stock is a Listed Security, and if the Company is at such time permitting “same day sale” cashless brokered exercises, delivery of a properly executed exercise notice together with irrevocable instructions to a broker participating in such cashless brokered exercise program to deliver promptly to the Company the amount required to pay the exercise price (and applicable withholding taxes).

5.             Termination of Relationship.  Following the date of termination of Optionee’s Continuous Service Status for any reason (the “Termination Date”), Optionee may exercise the Option only as set forth in the Notice and this Section 5.  To the extent that Optionee is not entitled to exercise this Option as of the Termination Date, or if Optionee does not exercise this Option within the Termination Period set forth in the Notice or the termination periods set forth below, the Option shall terminate in its entirety.  In no event, may any Option be exercised after the Expiration Date of the Option as set forth in the Notice.

(a)           Termination.  In the event of termination of Optionee’s Continuous Service Status other than as a result of Optionee’s disability or death or for Cause (as defined in the Plan), Optionee may, to the extent Optionee is vested in the Option Shares at the date of such termination (the “Termination Date”), exercise this Option during the Termination Period set forth in the Notice.

(b)           Other Terminations.  In connection with any termination other than a termination covered by Section 5(a), Optionee may exercise the Option only as described below:

(i)                    Termination upon Disability of Optionee.  In the event of termination of Optionee’s Continuous Service Status as a result of Optionee’s disability, Optionee may, but only within twelve months from the Termination Date, exercise this Option to the extent Optionee was vested in the Option Shares as of such Termination Date.

(ii)                   Death of Optionee.  In the event of the death of Optionee (a) during the term of this Option and while an Employee, Consultant or director of the Company and having been in Continuous Service Status since the date of grant of the Option, or (b) within thirty (30) days after Optionee’s Termination Date, the Option may be exercised at any time

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within twelve months following the date of death by Optionee’s estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent Optionee was vested in the Option as of the Termination Date.

(iii)                  Termination for Cause.  In the event Optionee’s Continuous Service Status is terminated for Cause, the Option shall terminate immediately upon such termination for Cause as set forth in Section 10(b)(iv) of the Plan.  In the event Optionee’s employment or consulting relationship with the Company is suspended pending investigation of whether such relationship shall be terminated for Cause, all Optionee’s rights under the Option, including the right to exercise the Option, shall be suspended during the investigation period, also as set forth in Section 10(b)(iv) of the Plan.  The Administrator shall have authority to effect such procedures and take such actions as are necessary to carry out the legal intent of this Section 5(b)(iii).

(c)           Termination of Option.  This Option may terminate prior to its Expiration Date and prior to the dates specified under Section 5(a) and (b) above under certain circumstances as set forth in Section 14 of the Plan.

6.             Non-Transferability of Option.  Except as otherwise set forth in the Notice, this Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Optionee only by him or her.  The terms of this Option shall be binding upon the executors, administrators, heirs, successors and assigns of Optionee.

7.             Tax Consequences.  The Company has not provided any tax advice with respect to this Option or the disposition of the Shares.  Optionee should obtain advice from an appropriate independent professional adviser with respect to the taxation implications of the grant, exercise, assignment, release, cancellation or any other disposal of this Option (each, a “Trigger Event”) and on any subsequent sale or disposition of the Shares.  Optionee should also take advice in respect of the taxation indemnity provisions under Section 8 below.  The per share Exercise Price of the Option is intended to be at least equal to the fair market value of the Company’s Common Stock at the date of grant.  The Company has attempted in good faith to make the fair market value determination in compliance with applicable tax law although there can be no certainty that the IRS will agree.  If the IRS does not agree and asserts the fair market value at the time of grant is higher than the Exercise Price, the IRS could seek to impose greater taxes on Optionee, including interest and penalties under Internal Revenue Code Section 409A.  While the Company thinks this is an unlikely event, the Company cannot provide absolute assurance and Optionee may want to consult Optionee’s own tax adviser with any questions.

8.             Optionee’s Taxation Indemnity.

(a)           To the extent permitted by law, Optionee hereby agrees to indemnify and keep indemnified the Company and the Company as trustee .for and on behalf of any affiliate entity, in respect of any liability or obligation of the Company and/or any affiliate entity to account for income tax or any other taxation provisions under the laws of Optionee’s country or

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citizenship and/or residence to the extent arising from a Trigger Event or arising out of the acquisition, retention and disposal of the Shares.

(b)           The Company shall not be obliged to allot and issue any of the Shares or any interest in the Shares unless and until Optionee has paid to the Company such sum as is, in the opinion of the Company, sufficient to indemnify the Company in full against any liability the Company has for any amount of, or representing, income tax or any other tax arising from a Trigger Event (the “Option Tax Liability”), or Optionee has made such other arrangement as in the opinion of the Company will ensure that the full amount of any Option Tax Liability will be recovered from Optionee within such period as the Company may then determine.

9.             Data Protection.

(a)           To facilitate the administration of the Plan and this Agreement, it will be necessary for the Company (or its payroll administrators) to collect, hold and process certain personal information about Optionee and to transfer this data to certain third parties such as brokers with whom Optionee may elect to deposit any share capital under the Plan.  Optionee consents to the Company (or its payroll administrators) collecting, holding and processing Optionee’s personal data and transferring this data to the Company or any other third parties insofar as is reasonably necessary to implement, administer and manage the Plan.

(b)           Optionee understands that Optionee may, at any time, view Optionee’s personal data, require any necessary corrections to it or withdraw the consents herein in writing by contacting the Company, but acknowledges that without the use of such data it may not be practicable for the Company to administer Optionee’s involvement in the Plan in a timely fashion or at all and this may be detrimental to Optionee.

10.          Lock-Up Agreement.  In connection with the initial public offering of the Company’s securities and upon request of the Company or the underwriters managing such underwritten offering of the Company’s securities, Optionee agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed 180 days but subject to such extension or extensions as may be required by the underwriters in order to publish research reports while complying with Rule 2711 of the National Association of Securities Dealers, Inc.) from the effective date of such registration as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the Company’s initial public offering.

11.          Governing Law.  This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law.

12.          Effect of Agreement.  Optionee acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof (and has had an

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opportunity to consult counsel regarding the Option terms), and hereby accepts this Option and agrees to be bound by its contractual terms as set forth herein and in the Plan.  Optionee hereby agrees to accept as binding, conclusive and final all decisions and interpretations of the Plan Administrator regarding any questions relating to the Option.  In the event of a conflict between the terms and provisions of the Plan and the terms and provisions of the Notice and this Agreement, the Plan terms and provisions shall prevail.  The Option, including the Plan, constitutes the entire agreement between Optionee and the Company on the subject matter hereof and supersedes all proposals, written or oral, and all other communications between the parties relating to such subject matter.

[Signature Page Follows]

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This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one document.

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Attachment B

Form of Release

Attachment C

Final Severance Benefit Release

(To be signed and returned on effective date of Sale Event or within thirty (30) days thereafter.)

I understand that my employment with CardioDx, Inc. (the “Company”) terminated effective                , 20       (the “Separation Date”).  The Company has informed me that if I choose to sign this Final Severance Benefit Release (the “Release”), the Company will pay me certain Final Lump Sum Severance Benefits pursuant to the terms of Section 4(a)(ii) of my offer letter with the Company dated August 9, 2011 (the “Offer Letter”).  I understand that I am not entitled to such Final Lump Sum Severance Benefits unless I sign and return this Release within the stated time period and I do not revoke it thereafter.  Defined terms not otherwise defined in this Release have the definitions as set forth in the Offer Letter.