Second Amendment to Employment Agreement, dated November 13, 2020, by and between Torsten Hoof and Genomic Health International Srl

THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment"), is made and entered into this 13th day of November, 2019 (the "Effective Date"), by and between Genomic Health International Sari ("Company") and Torsten Hoof ("Employee") (collectively, the "Parties").

WHEREAS, Employee and Company are parties to an Employment Agreement with an effective date of 1 September, 2017, as amended effective 11 September, 2017 (the "Employment Agreement"); and

WHEREAS, pursuant to the terms of that certain Agreement and Plan of Merger between Genomic Health, Inc. ("GHI") and Exact Sciences Corporation ("Exact"), dated July 28, 2019 (the "Merger Agreement"), Exact will acquire GHI as a wholly owned subsidiary of Exact; and

WHEREAS, the Parties wish to amend the Employment Agreement as set forth herein in connection with the merger of GHI and Exact.

NOW THEREFORE, in consideration of the foregoing recitals and intending to be legally bound hereby, Company and Employee agree as follows:

The Company will employ the Employee as General Manager, International.

The Employee may be entitled to annual variable compensation of an indicative value of sixty percent (60%) of the Base Salary, subject to statutory deduction, if any, if and only to the extent that the conditions fixed in the Genomic Health Corporate Bonus Plan (as amended from time to time in Genomic Health, Inc.'s sole discretion) are satisfied.

Pursuant to the terms and conditions of the Retention Equity Award Letter attached hereto as Exhibit A, including the return of an executed copy of such letter as described therein, Employee will be eligible to receive a one-time retention equity award in November, 2019.

9.1 The Company will comply with the Swiss Data Protection Act, as amended ("DPA"). The Company will only collect personal data of the Employee insofar as necessary for the execution and performance of the Employment and the obligations resulting therefrom or if required to do so by law. Specifically, the Company reserves the right to:

9.1.1 obtain, keep, use and produce records containing information about the Employee for administrative, management, analysis and assessment purposes, in connection with recruitment, employment and remuneration both in the Employee's personnel file and on the Company's computer system. The Company will only use information held about the

Employee in ways that are consistent with the employment relationship, the operation of the Company's business, and the principles of the DPA;

9.1.2 obtain, keep, produce and use personal data relating to the Employee's necessary health information for the administration of the Company's sick pay scheme or other reasonable administrative purposes, and for complying with statutory obligations;

9.1.3 obtain, keep produce and use personal data relating to details of alleged offenses committed by the Employee where the details have a direct bearing on the employment relationship; and

9.1.4 disclose information about the Employee to third parties when necessary for the Employment, for the administration of this Agreement and its Exhibit, or when required pursuant to applicable law.

9.2 The Employee herewith agrees that personal data may be transferred to any of the Company's affiliated entities (including, but not limited to, parent companies or subsidiaries), and to further third parties (including, but not limited to companies processing data or providing necessary employment related services to the Company, its parents, subsidiaries, or affiliates) within and outside of Switzerland if such transfer is required in connection with the Employment, the execution of the Employment Agreement or its Exhibit, the performance of any obligations resulting from the Employment, the work organization of the Company or otherwise required by Swiss law or the laws of any other relevant jurisdiction. Where the disclosure or transfer is to a country outside of Switzerland or the European Economic Area ("EEA"), the Company will take steps to facilitate that the Employee's rights and freedoms in relation to the processing of the relevant personal data are adequately protected.

9.3 In signing this Amendment, the Employee consents to the Company carrying out the processing of personal data described in this Section.

Employee acknowledges and agrees that, notwithstanding anything to the contrary in that certain Agreement and Plan of Merger between Genomic Health, Inc. and Exact Sciences Corporation ("Exact"), dated July 28, 2019 (the "Merger Agreement") and the Genomic Health, Inc. Severance Plan For Executive Management (International Version) (the "Severance Plan") or any other agreement between Employee and the Company, Genomic Health, Inc. or Exact (or any of their respective affiliates), (i) none of the changes in the terms and conditions of Employee's employment in connection with the transactions contemplated by the Merger Agreement shall constitute "Good Reason" for purposes of the Merger Agreement, the Severance Plan, or any other agreement between Employee and the Company, Genomic Health, Inc. or Exact (or any of their respective affiliates) or just cause for termination pursuant to Art. 337 of the Swiss Code of Obligations; and (ii) the letter attached to this Agreement as Exhibit A sets forth all rights the Employee may have with respect to the Retention Equity Award upon a termination of Employee's employment with the Company, Genomic Health, Inc. or Exact (or any of their respective affiliates), and Employee shall not have any additional rights with respect to the Retention Equity Award upon any such termination of employment pursuant to the Merger Agreement, the Severance Plan or otherwise.

IN WITNESS WHEREOF, the Parties have executed this Second Amendment to the Employment Agreement as of the day and year first above written.