Genomic Health, Inc. Severance Plan For Executive Management

1.

Definitions

(i)

A change in the composition of the Board of Directors occurs, as a result of which fewer than one-half of the incumbent directors are directors who either:

(A)

Had been directors of the Company on the “look-back date” (as defined below) (the “original directors”); or

(B)

Were elected, or nominated for election, to the Board of Directors with the affirmative votes of at least a majority of the aggregate of the original directors who were still in office at the time of the election or nomination and the directors whose election or nomination was previously so approved (the “continuing directors”); or

(ii)

Any “person” (as defined below) who by the acquisition or aggregation of securities, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company’s then outstanding securities ordinarily (and apart from rights accruing under special circumstances) having the right to vote at elections of directors (the “Base Capital Stock”); except that any change in the relative beneficial ownership of the Company’s securities by any person resulting solely from a reduction in the aggregate number of outstanding shares of Base Capital Stock, and any decrease thereafter in such person’s ownership of securities, shall be disregarded until such person increases in any manner, directly or indirectly, such person’s beneficial ownership of any securities of the Company; or

(iii)

The consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, if persons who were not stockholders of the Company immediately prior to such merger, consolidation or other reorganization own immediately after such merger, consolidation or other reorganization 50% or more of the voting power of the outstanding securities of each of (A) the continuing or surviving entity and (B) any direct or indirect parent corporation of such continuing or surviving entity; or

(iv)

The sale, transfer or other disposition of all or substantially all of the Company’s assets.

(i)

a substantial diminution in the Participant’s authorities, duties or responsibilities relative to the Participant’s authority, duties or responsibilities in effect immediately prior to the Termination Period other than as a result of disability (provided that for this purpose, for a Participant other than the Chief Executive Officer or Chief Financial Officer, the Participant’s authority, duties and responsibilities will not be deemed to be substantially diminished if following a Change of Control the Participant retains the same authority, duties and responsibilities with respect to the Company business or the business with which such business is operationally merged or subsumed);

(ii)

a material decrease in the Participant’s Base Salary (except for a reduction due to a change of duties as a result of disability or as part of a broad cost-cutting effort);

(iii)

the relocation of the Participant’s principal location of work to a location that is in excess of 50 miles from such location immediately prior to the Termination Period, or

(iv)

the failure of a successor or transferee to assume the Company’s obligations hereunder pursuant to Section 9 of this Agreement.

2.

Payments and Benefits Upon Termination of Employment

(a)

Upon a Qualifying Termination, a Participant shall be entitled to receive:

(i)

All accrued compensation, including (a) all salary, commissions, amounts under accrued variable compensation or other plans, accrued but unused vacation or paid time off earned but unused through the date of the Participant’s termination of employment; (b) reimbursement of all business expenses incurred by the Participant in connection with the business of the Company prior to his or her termination of employment within ten (10) business days of submission, within thirty (30) days following the Participant’s termination of employment, of proper expense reports of all expenses; (c) the benefits, if any, under any Company retirement plan, nonqualified deferred compensation plan or stock-based compensation plan or agreement, health benefits plan or other Company

benefit plan to which the Participant may be entitled pursuant to the terms of such plans or agreements, payable when provided thereunder.  

(ii)

A single lump sum payment equal to the percent of the Participant’s Base Salary shown below.

(iii)

If the Participant timely elects to continue Participant’s medical, dental, and visions benefits under COBRA (including, if applicable, continuation of coverage for the Participant’s spouse and dependents), then the Company will pay the entire amount of the monthly premium under COBRA under the Company’s group plans for active employees and their dependents, for the period following termination of employment shown below (“COBRA Premiums”).  At the end of any Company-paid period of COBRA coverage, the Participant may, at the Participant’s own expense, continue COBRA coverage for the remainder of the period for which the Participant is eligible, if applicable.   Any period for which the Participant is entitled to Company-paid COBRA premiums that exceeds the maximum COBRA coverage period will be considered COBRA coverage for purposes of the Plan, and the Participant will be entitled to Company-paid health continuation coverage for the entire period of COBRA Premiums set forth below, provided that the Company-paid COBRA Premiums will stop if the Participant becomes eligible to obtain comparable health care benefits from another employer.  Notwithstanding the foregoing, if the Company’s payment of COBRA Premiums under this Section 2(a)(ii) would violate the nondiscrimination rules or result in the imposition of penalties under the Patient Protection and Affordable Care Act of 2010 and the related regulations and guidance promulgated thereunder (the "PPACA"), the parties agree to reform this Section 2(a)(ii) in a manner as is necessary to comply with the PPACA, and in compliance with Section 409A of the Code, to the extent applicable.  

(iv)

Full vesting and immediate exercisability, if the Equity Award is in the form of an exercisable right, of any Equity Awards held by the Participant on the date of the Qualifying Termination or, if later, the Effective Date.   If the Qualifying Termination is before the Effective Date, and an Equity Award would otherwise have been forfeited upon such termination, the Equity Award shall not be forfeited until it is determined whether the Equity Award is subject to accelerated vesting by reason of the occurrence of a Change of Control within the Termination Period, and the period to exercise an Equity Award that is in the form of an exercisable right and that would become exercisable by reason of the occurrence of such Change of Control shall not expire until three months after the close of such Change of Control (but in no event later than the expiration date of the Equity Award), notwithstanding any contrary provision of the applicable Equity Award agreement otherwise limiting the post-termination exercise period of such Equity Award. 

(Separation Pay Plans) or Treasury Regulation Section 1.409A-1(b)(4) (Short-Term Deferrals) or any other exception from Section 409A permitted under applicable guidance.  For this purpose each installment or monthly payment or benefit to which Participant is entitled under Section 2 shall be considered a separate and distinct payment.  In addition, for purposes of the Plan, if any amounts or benefits to be paid or provided under the Plan are considered to be nonqualified deferred compensation subject to Section 409A then (i) no such amounts or benefits shall be payable or provided unless the Participant’s termination of employment constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h) and (ii) if the Participant is deemed at the time of his or her separation from service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, then no amounts or benefits that are nonqualified deferred compensation shall be paid or provided to the Participant until the first day of the seventh month following the Participant’s separation from service or, if earlier, the date of the Participant’s death, to the extent such delayed payment is required to avoid a prohibited distribution under Code Section 409A(a)(2), or any successor provision thereof. To the extent that any expense reimbursements or the provision of any in-kind benefits under the Plan are determined to be subject to and not exempt from Section 409A, Treasury Regulations section 1.409A-3(i)(1)(iv) shall govern such that:  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 (except for any aggregate limitation applicable to medical expenses); in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which such expenses were incurred; 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 or payment.

3.

Equity Acceleration Without Regard to Termination.  The vesting of Equity Awards that are not assumed or substituted by the successor corporation shall accelerate immediately prior to the closing of the Change of Control.

4.

Confidentiality.  The Separation Benefits are expressly conditioned upon Participant’s agreement not to, directly or indirectly, disclose or utilize any trade secrets or confidential information of the Company, and the provision of such Separation Benefits shall immediately cease in the event of the Participant’s violation of the provisions of this Section 4.  

5.

Withholding Taxes.  The Company may withhold from all payments or benefits due hereunder all taxes which, by applicable federal, state, local or other law, it is required to withhold therefrom.

6.

Federal Excise Tax Under Section 4999 of the Code. 

7.

Settlement of Disputes.  All disputes hereunder shall be settled exclusively by arbitration in the State of California.  Judgment may be entered on the arbitration award in any court having jurisdiction. 

8.

Termination or Amendment of Plan.      The Board shall have the right at any time prior to the commencement of a Termination Period,  in its sole discretion, to terminate or amend the Plan, which right includes, but is not limited to the right to add any person to the Plan as a Participant or to remove any person from the Plan as a Participant.  In no event shall this Plan be terminated or amended following the commencement of a Termination Period in any manner that would adversely affect the rights or potential rights of a Participant (or his or her dependents) under this Plan with respect to a Change of Control occurring during such Termination Period;  provided,  however, that the Board may, in its sole and absolute discretion and without the consent of any Participant, amend the Plan to take effect retroactively or otherwise, as it deems necessary or advisable for the purpose of conforming the Plan to any present or future law relating to plans of this or similar nature (including, but not limited to, Section 409A of the Code), and to the administrative regulations and rulings promulgated thereunder.

9.

Successors.

10.

No Mitigation or Offset.  The obligation of the Company to provide a Participant with the Severance Benefits and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against such Participant or others.  In no event shall a Participant be obligated to seek other employment or take other action by way of mitigation of the amounts payable to such Participant under any of the provisions of this Plan and such amounts shall not be reduced whether or not such Participant obtains other employment, except as specifically provided herein.

11.

Governing Law; Law Validity.  The interpretation, construction and performance of this Plan shall be governed by and construed and enforced in accordance with the laws of the State of California without regard to the principle of conflicts of laws.  The invalidity or unenforceability of any provision of this Plan shall not affect the validity or enforceability of any other provision of this Plan, which other provisions shall remain in full force and effect.

12.

Administration.  The Plan shall be administered by the Administrator.  The Administrator may interpret the Plan, prescribe, amend and rescind rules and regulations under the Plan and make all other determinations necessary or advisable for the administration of the Plan, subject to all of the provisions of the Plan.  The Administrator may delegate any of its duties hereunder to such person or persons from time to time as it may designate.  The Plan is empowered, on behalf of the Plan, to engage accountants, legal counsel and such other personnel as it deems necessary or advisable to assist it in the performance of its duties under the Plan.  The functions of any such persons engaged by the Plan Administrator will be limited to the specified services and duties for which they are engaged, and such persons will have no other duties, obligations or responsibilities under the Plan.  Such persons will exercise no discretionary authority or discretionary control respecting the management of the Plan.  All reasonable expenses thereof will be borne by the Company.

13.

Notices

14.

Miscellaneous.