Quarterly Report

Exhibit 10.32

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (“Agreement”) is entered into as of March 1, 2010 (“Effective Date”), by Osmetech Technology, Inc. and subsidiaries (“Company”) and Jeffrey Hawkins (“Executive”). Company and Executive are each a “Party” to this Agreement and are sometimes collectively referred to as “Parties.” This Agreement supersedes any previous written or verbal agreements.

Recitals Of The Intent Of The Parties

A. The Company wishes to employ Executive, and Executive wishes to accept such employment.

B. Executive acknowledges that this Agreement is necessary for the protection of Company’s investment in its business, goodwill, products, services, methods of operation, information, and relationships with its customers and other employees; and

C. Company acknowledges that Executive desires definition of the compensation and benefits, and other terms of employment;

Agreement Of The Parties

In consideration of foregoing recitals, the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the Company and Executive agree as follows:

1. Employment . Company employs Executive, and Executive agrees to be employed by Company, upon the terms and conditions set forth in this Agreement beginning on the Effective Date and continuing until terminated by either Party pursuant to the terms of this Agreement.

2. Duties .

2.1. Basic Duties . Executive agrees to serve as Vice President of Business Development, reporting to the Chief Executive Officer and with such other powers, duties and responsibilities usually vested in his position as well as additional or different duties that Executive may be reasonably directed to perform by Company.

2.2. Time Devoted to Employment . Executive will devote his full time to the business of Company during the term of this Agreement and will perform his duties and responsibilities faithfully, diligently and to the best of his ability, in compliance with all applicable laws and the Company’s policies and procedures. Executive will not engage in any other business activity, except as may be approved in writing by the Chief Executive Officer of Company, in its sole discretion.

2.3. Place of Performance . Executive shall be based at Company’s offices in Pasadena, California until such time as the Company relocates to the San Diego Area. The Executive will be required to travel on Company’s business from time-to-time.

2.4. No Conflicting Agreements . Executive represents and warrants that the performance of Executive’s duties under this Agreement does not and will not breach any other agreement, including any confidentiality and non-disclosure agreements with prior employers or other

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persons. Executive represents and warrants that Executive has not entered into, and will not enter into, any agreement, either written or oral in conflict with this Agreement. Executive represents that Executive has disclosed to Company any actual or potential conflicts.

2.5. Duty of Loyalty . Executive acknowledges and agrees that Executive owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Company and to do no act which would intentionally injure Company’s business, its interests, or its reputation. Executive understands that it is Company’s policy to conduct its business ethically and legally and agrees to uphold those standards of business conduct and ethical principles, and comply with all applicable laws and regulations and Company’s policies.

3. Compensation and Method of Payment .

3.1. Total Compensation . As compensation under this Agreement, Company will pay and Executive will accept the following:

3.1.1. Executive will receive on an annual basis of One Hundred Ninety Thousand Dollars ($190,000.00) (“Base Salary”). The Company will review Executive’s Base Salary annually and may, in its sole discretion increase the Executive’s Base Salary, considering Executive’s achievements during the prior period, business conditions and other factors as may be deemed relevant by Company.

3.1.2. Executive will be eligible to participate in the Management Incentive Bonus of up to 25% variable pay based on current base salary, which will be defined on an annual basis and requires approval by the Board of Directors. Executive will only earn and be entitled to a Management Incentive Bonus if Executive is employed on the date the bonus is payable and Company will not pay prorated Management Incentive Bonus in the event of Executives earlier departure.

3.1.3. The Company will also offer Executive participation in the OMD stock incentive program. Executive has been granted 9,800,660 options to purchase shares of Osmetech Stock per the current plan policies and procedures which included Board of Directors’ approval.

3.1.4. The Company will assist Executive with relocation costs in the amount of $70,000.00 (less all applicable local, state and federal taxes) to be applied to such things as house hunting trips, moving of household items, home sale closing costs, etc. This assistants will be paid in two installments. One half ($35,000), to be paid at Executive’s request. The second portion ($35,000) will be paid upon completion of relocation in the form of a signed escrow agreement on a new home within San Diego County, no later than September 30 ^th , 2010.

3.1.5. Company will reimburse Executive for all reasonable travel, entertainment and other expenses incurred or paid by Executive in connection with the performance of Executive’s duties, responsibilities or services under this Agreement, upon presentation by the Executive of documentation as Company may request and in accordance with any applicable policies adopted by the Company.

3.1.6. Executive will be entitled to participate in employee fringe benefit, health insurance, life insurance, and other programs which Company may adopt from time to time for executives of Company. Participation will be in accordance with any plans and any applicable policies adopted by Company. Executive will be entitled to accrue 15 days (120 hours) of vacation in accordance with Company policy in effect from time to time and subject to applicable state law.

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3.2. Reservation of Rights . Notwithstanding any other provision of this Agreement, Company reserves the right to modify, suspend or discontinue any and all benefit plans, practices, policies and programs at any time whether before or after termination of employment without advance notice to or recourse by Executive.

3.3. Payment of Compensation . The Company will pay Executive’s Base Salary in accordance with the normal payroll cycle of the Company as established from time to time. All compensation paid to Executive will be subject to applicable taxes, withholding and other required, usual or elected employee deductions.

4. Termination of Agreement .

This Agreement and all obligations under this Agreement (except for obligations contained in Sections 4, 5 and 6, which will survive any termination of Executive’s employment or this Agreement) will terminate upon the earliest to occur of any of the following:

4.1. At-Will . Either Party may terminate Executive’s employment for any reason, with or without cause and without advance notice.

4.1.1. If Executive terminates employment pursuant to this Section, Executive will receive (a) Base Salary prorated through the last day of Executive’s actual employment; (b) any bonus, if earned pursuant to the requirements of Section 3; (c) accrued and unpaid vacation; (d) unreimbursed expenses pursuant to Section 3 (collectively, “Separation Pay”). Except to the extent required by law or Incentive Plan Document, all other obligations and liabilities of Company terminate as of the effective date of any such termination.

4.2. Death or Disability . This Agreement will terminate immediately upon the death of Executive or upon the determination that Executive cannot perform the fundamental duties of his position with or without accommodation. If this Agreement terminates for the death or disability of Executive, Executive or Executive’s representatives will receive Separation Pay. Except to the extent required by law or Incentive Plan Document, all other obligations and liabilities of Company terminate as of the effective date of any such termination.

4.3. Compliance with IRC Section 409A . Notwithstanding anything to the contrary in this Agreement, if any payment to be made pursuant to this Agreement will trigger any accelerated or additional tax under Section 409A, then Company will defer or modify the commencement or payments to prevent such accelerated or additional tax under Section 409A.

4.4. Resignation as Board Member or Officer . If applicable to Executive, immediately upon the termination of Executive’s employment with Company, Executive will tender a written notice of Executive’s resignation from any and all offices of the Company and all subsidiaries, affiliates or clients in which the Executive represents the Company in the capacity of an officer or director. Notwithstanding any failure by the Executive to provide the Company with written notice of resignation, Executive hereby authorizes and directs the Board of Directors to accept the Executive’s resignation from all positions effective as of the date of termination of the Executive’s employment.

5. Property Rights and Obligations of Executive . Executive agrees to be bound by the terms and conditions of Company’s Employee Non-Disclosure and Invention Agreement, which is

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incorporated by reference and attached as an Exhibit A to this Agreement. The provisions of this Section 5 and Attachment A will survive the termination of this Agreement. The covenants in this Section 5 and Attachment A will be construed as separate covenants and to the extent any covenant will be judicially unenforceable, it will not affect the enforcement of any other covenant. In the event Executive breaches any of the provisions of this Section 5 and Attachment A, Executive agrees that Company will be entitled to injunctive relief in addition to any other remedy to which Company may be entitled.

6. General Provisions .

6.1. Notices . Any notices or other communications required or permitted to be given under this Agreement must be in writing and addressed to Company or Executive at the addresses below, or at such other address as either Party may from time to time designate in writing. Any notice or communication that is addressed as provided in this Section will be deemed given (a) upon delivery, if delivered personally or via certified mail, postage prepaid, return receipt requested; or (b) on the first business day of the receiving Party after the transmission if by facsimile or after the timely delivery to the courier, if delivered by overnight courier. Other methods of delivery will be acceptable only upon proof of receipt by the Party to whom notice is delivered.

6.2. Choice of Law and Forum . Except as expressly provided otherwise in this Agreement, this Agreement will be governed by and construed in accordance with the laws of the State of California. Both Parties agree that San Diego, California will be the venue of any proceeding and both Parties consent to the personal jurisdiction of the state and federal courts of the State of California.

6.3. Entire Agreement; Modification and Waiver . This Agreement supersedes any and all other agreements, whether oral or in writing, between the Parties with respect to the employment of Executive by Company and contains all covenants and agreements between the Parties relating to such employment in any manner whatsoever. Each Party to this Agreement acknowledges that no representations, inducements, promises, or agreements, oral or written, have been made by any Party, or anyone acting on behalf of any Party, that are not embodied herein, and that no other agreement, statement, or promise not contained in this Agreement will be valid or binding. Any modification of this Agreement will be effective only if it is in writing signed by the Party to be charged. No waiver of any of the provisions of this Agreement will be deemed, or will constitute, a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver. No waiver will be binding unless executed in writing by the Party making the waiver.

6.4. Assignment . This Agreement may not be assigned in whole or in part by Executive without the prior written consent of Company. However, subject to the foregoing limitation, this Agreement will be binding on, and will inure to the benefit of, the Parties and their respective heirs, legatees, executors, administrators, legal representatives, successors and assigns.

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6.5. Severability . If for any reason whatsoever, any one or more of the provisions of this Agreement will be held or deemed to be inoperative, unenforceable, or invalid as applied to any particular case or in all cases, such circumstances will not have the effect of rendering any such provision inoperative, unenforceable, or invalid in any other case or of rendering any of the other provisions of this Agreement inoperative, unenforceable or invalid.

6.6. Representation by Counsel; Interpretation . Company and Executive acknowledge that each Party to this Agreement has had the opportunity to be represented by counsel in connection with this Agreement and the matters contemplated by this Agreement. Accordingly, any rule of law or decision which would require interpretation of any claimed ambiguities in this Agreement against the Party that drafted it has no application and is expressly waived. In addition, the term “including” and its variations are always used in the non-restrictive sense (as if followed by a phrase such as “but not limited to”). The provisions of this Agreement will be interpreted in a reasonable manner to affect the intent of the Parties.

6.7. Headings and Captions . Headings and captions are included for purposes of convenience only and are not a part of the Agreement.

6.8. Counterparts . This Agreement may be executed simultaneously in one or more counterparts, each of, which will be deemed an original, but all of which together will constitute one and the same instrument. Fax signatures will be valid and binding.

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Attachment A to Executive Employment Agreement

Employee Non-Disclosure and Invention Agreement

This Executive Non-Disclosure and Invention Agreement (“NDIA Agreement”) is entered into as of the Effective Date of the Executive Employment Agreement (“NDIA Agreement”) Osmetech Molecular Diagnostics, a wholly owned subsidiary of Osmetech Technologies, Inc. (“Company”) and Jeffrey A. Hawkins (“Executive”). Company and Executive are each a “Party” to this NDIA Agreement and are sometimes collectively referred to as “Parties.”

Recitals Of The Intent Of The Parties

A. As an employee of the Company, Executive may receive or have access to business plans, inventions, discoveries, technical information, trade secrets, writings, designs, and other proprietary and confidential information of value and of such importance to the Company that it must be maintained as proprietary and confidential trade secrets of the Company both during and after termination of your employment. Furthermore, Executive may conceive or create Inventions (as defined below) in connection with and during the period of Executive’s employment with the Company.

B. This NDIA Agreement is attached to and incorporated into the Agreement pursuant to Section 5 of the Agreement. Execution of this NDIA Agreement is a condition of employment.

In consideration for the new or continued employment of Executive, and other valuable consideration, Company and Executive agree as follows:

1. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION . Executive recognizes that during the course of employment with Company, Executive may have access to Confidential Information of Company, its subsidiaries and other organizations controlled by, controlling, or under common control with it (“Affiliates”). “Company Group” means Osmetech, Inc. and its Affiliates, including Company. Company Group is a third-party beneficiary of this NDIA Agreement and the restrictive covenants in this NDIA Agreement are intended for the benefit of Company Group. As used in this NDIA Agreement, the term “Confidential Information” means the applicable information of each Company Group and includes information not publicly available about Company Group’s: (a) research and development; manufacturing methods and formulas; (b) purchasing; marketing; sales costs; pricing inventions; improvements; (c) inventions, discoveries and ideas (whether patentable or not) related to their activities; (d) business and management development plans; (e) customer and supplier contact information and requirements; (f) proprietary software systems and technology related methodologies; (g) customers’ proprietary software systems and technology related methodologies; (h) activities of their established committees or boards; (i) litigation, disputes, or investigations to which they may be (or may have been) a party and legal advice provided to Executive in the course of Executive’s employment; and (j) any other trade secrets. Executive acknowledges and agrees that all rights, title and interest in any Confidential Information will remain the exclusive property of Company. Executive will not, without the written consent of the Chief Operating Officer, during the term employment or at any time after the termination of employment, disclose copy, make use of, or remove from Company premises, Confidential Information except as may be required in the course of Executive’s employment with and for the

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benefit of Company. Executive specifically acknowledges that any use of Confidential Information by persons not employed by Company or who are not authorized by Company to use the information provides such persons an unfair competitive advantage which they would not have had without the use of Confidential Information.

2. RETURN OF CONFIDENTIAL INFORMATION AND OTHER COMPANY PROPERTY . No later than Executive’s termination date, Executive will return to Company and delete from any personal computer or other device all originals and all copies of any Company property, Confidential Information, and all materials, documents, notes, manuals, computer disks, computers, or lists containing or embodying Confidential Information, or relating directly or indirectly to the business of Company, which are in Executive’s possession or control.

2.1. INVENTIONS AND ORIGINAL WORKS ASSIGNED TO Company. Executive agrees to make prompt written disclosure to Company, will hold in trust for the sole right and benefit of Company, and hereby assigns to Company all Executive’s right, title and interest in and to any ideas, inventions, discoveries, concepts and ideas, whether patentable or not, including but not limited to processes, methods, formulae, software, techniques, strains, cultures, and organisms, as well as improvements and know-how, concerning any present or planned activities of Company that Executive is aware of as a result of employment of Company, original works of authorship, developments, improvements or trade secrets which Executive may solely or jointly conceive or reduce to practice, or cause to be conceived or reduced to practice, during the period of Executive’s employment with Company. Executive recognizes that this NDIA Agreement does not require assignment of any invention, which qualifies for protection under Section 2870 of the California Labor Code. ¹

3. In addition, Executive acknowledges that all original works of authorship which are made by Executive (solely or jointly with others) within the scope of employment and which are protectable by copyright are “works made for hire,” as that term is defined in the United States Copyright Act. Executive will assist to obtain and enforce United States and foreign proprietary rights relating to any and all inventions, original works of authorship, developments, improvements or trade secrets of Company.

4. INVENTIONS/ORIGINAL WORKS RETAINED BY EMPLOYEE . Below is a complete disclosure of all inventions, original works of authorship, developments, improvements, and trade secrets that he has, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of Executive’s employment with Company, that Executive considers to be the property of Executive or the property of third parties and that Executive wishes to have excluded from the scope of this NDIA Agreement:                                                                               .

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5. NOTICE TO THIRD PARTIES . In the event that Executive’s employment with Company terminates, Executive consents to the notification of Executive’s new employer or company of Executive’s rights and obligations under this NDIA Agreement.

6. OBLIGATIONS TO FORMER EMPLOYERS AND OTHER PARTIES . Executive promises that Executive has not brought to Company and will not improperly use or disclose any proprietary information or trade secret of former employers or companies. Executive also represents that Executive’s employment under this NDIA Agreement does not breach any other agreement or obligation of Executive and that Executive has not entered into any written or oral agreement in conflict with this NDIA Agreement.

7. NON-SOLICITATION OF COMPANY EMPLOYEES. Executive recognizes that Company’s employees are a valuable resource of Company. Executive will not during the term of Executive’s employment and for a period of one (1) year following its termination, either alone or in conjunction with any other person or entity, directly or indirectly solicit, induce, recruit, aid or suggest to any Company Executive to leave the employ of Company, or terminate or violate any contractual or fiduciary duty owing to Company.

8. RESTRICTIONS ON COMPETITION DURING EMPLOYMENT . Executive agrees that during Executive’s employment with Company Executive will not, directly or indirectly, have any ownership interest, work for advise, or have any business relationship with any person or entity that competes with Company, or that is planning to compete with Company, without the prior written approval of a manager who is at least at the Vice President level. While employed by Company, Executive will not use any unfair business practices to establish a competing business or undertake any actions to impair Company’s relationship with its existing customers and business.

9. NON-SOLICITATION OF CUSTOMERS USING CONFIDENTIAL INFORMATION . Executive recognizes that information about Company’s customers are Confidential Information and trade secrets of Company. During the term of Executive’s employment and for a period of one (1) year following its termination, Executive will not use Confidential Information or other unfair business practices to divert or attempt to divert from Company any business or customers with whom Executive dealt or about whom Executive had access to Confidential Information by virtue of Executive’s employment.

10. SURVIVAL OF OBLIGATION . Executive expressly understands and agrees that the obligations, responsibilities and duties of Executive under this NDIA Agreement will survive the termination of Executive’s employment with Company.

11. NOTICE OF LEGAL OBLIGATION . In the event that Executive is required in a civil, criminal or regulatory proceeding to disclose any part of the Confidential Information, Executive will give the President of Company prompt written notice of the request to permit Company to seek an appropriate remedy or to waive the Executive’s compliance with the provisions of this NDIA Agreement in regard to the request.

12. NOTICE OF UNAUTHORIZED DISCLOSURE . If Executive loses or makes unauthorized disclosure of any of the Confidential Information, the Executive will immediately notify Company take all reasonable steps necessary to retrieve the lost or improperly disclosed Confidential Information.

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13. EMPLOYMENT AT-WILL . Nothing in this NDIA Agreement is intended to change the at-will status of Executive’s employment with Company and Executive understands that Company or Executive may terminate the employment relationship with or without cause and with or without advance notice.

14. REMEDIES . The parties recognize that a breach of this NDIA Agreement by Executive will cause an irreparable injury to Company that cannot be reasonably or adequately compensated for in money damages. In the event of any breach or threatened breach, Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain such breach or threatened breach by Executive, Executive’s partners, co-employees, agents, employers and employees, and any other persons acting or with Executive. Company will be entitled to injunctive relief for the duration specified in the applicable paragraph(s) of the NDIA Agreement, commencing from the date such relief is granted, but reduced by the period of time elapsed between Executive’s termination date and Executive’s first breach or threatened breach of this NDIA Agreement.

15. ASSIGNMENT . This NDIA Agreement will be binding upon and inure to the benefit of Company, its successors and assigns, and to the benefit of Executive, Executive’s heirs and legal representatives. Executive agrees that this NDIA Agreement may be assigned by Company to any successor or other party, without the consent of Executive. The transfer of Executive to any other Company corporate parent, affiliate, subsidiary, or successor will constitute an assignment of this NDIA Agreement.

16. CONTROLLING LAW AND JURISDICTION . This NDIA Agreement will be governed by, construed by, and enforced in accordance with the laws of the State of California without regard to conflict of law provisions. Executive specifically consents to personal jurisdiction in the State of California.

17. SEVERABILITY . If any provision, paragraph or subparagraph in this NDIA Agreement is adjudged by any court to be void or unenforceable in whole or in part, this adjudication will not affect the validity of the remainder of the NDIA Agreement. Each provision, paragraph and subparagraph of this NDIA Agreement is separable and constitutes a separate and distinct covenant. The parties further expressly agree that if any provision is susceptible to two or more constructions, one of which would render the provision unenforceable, then the provision will be construed to have the meaning that renders it enforceable.

18. HEADINGS AND INTERPRETATION . Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this NDIA Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa. The term “including” and its variations are always used in the non-restrictive sense as if followed by a phrase such as “but not limited to. Executive and Company agree that any ambiguity in the terms of this NDIA Agreement will not be construed against any of the parties and any rule of law or decision that would require interpretation of any claimed ambiguities in this NDIA Agreement against the party that drafted it is expressly waived. The provisions of this NDIA Agreement will be interpreted in a reasonable manner to affect the intent of the parties.

19. AMENDMENT AND NONWAIVER . This NDIA Agreement may only be amended or modified by a written instrument executed by both Company and Executive. The failure by Company to enforce any provision of this NDIA Agreement will not be deemed a waiver of such provision or of Company’s right to enforce each and every provision of this NDIA Agreement, or agreements signed by other employees. Any such failure will not operate or be construed as a waiver of any subsequent breach by Executive.

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20. COUNTERPARTS . This NDIA Agreement may be executed in counterparts and a faxed signature will be valid.

21. ENTIRE AGREEMENT . This NDIA Agreement constitutes the entire agreement of the parties with respect to the subject matter of the NDIA Agreement and supersedes and replaces any previous communications, representations, arrangements or agreements, whether oral or written, addressing the terms, conditions, and issues contained in the NDIA Agreement.

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Exhibit 10.33

EXECUTIVE CONSULTING AGREEMENT

THIS EXECUTIVE CONSULTING AGREEMENT (this “ Agreement ”), dated as of October 12, 2010, (the “ Effective Date ”) is entered into by and between GenMark Diagnostics, Inc. (the “ Company ”), and Kuranda Partners LLC (“ Consultant ”).

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The Company wishes to engage Consultant to provide consulting services on the terms set forth on attached Exhibit A , and Consultant is willing to provide such services on such terms.

NOW, THEREFORE, IT IS AGREED:

1. Duties and Services . Consultant shall provide such consulting services as described on Exhibit A , and such other services as may be mutually agreed upon by the parties from time to time (the “ Services ”). Performance of the Services shall be governed by the terms and conditions of this Agreement.

2. Term and Termination . This Agreement shall be for a term commencing on August 12, 2010 and continuing until July 30, 2011, unless sooner terminated by written notice from one party to the other.

3. Compensation . As compensation for the Services to be provided hereunder, and conditioned upon Consultant’s performance of such services, Consultant shall be entitled to fees as set forth on Exhibit B .

4. Independent Contractor . Consultant’s relationship with the Company is that of an independent contractor, and nothing in this Agreement is intended to, or should be construed to, create a partnership, agency, joint venture or employment relationship. Accordingly, Consultant will not be entitled to any of the benefits that Company may make available to its employees; and Consultant is solely responsible for, and will file, on a timely basis, all tax returns and payments required to be filed with, or made to, any federal, state or local tax authority with respect to the performance of services and receipt of fees under this Agreement.

5. Inventions .

(a) Company Inventions . All designs, artwork, improvements, inventions, works of authorship, information fixed in any tangible medium of expression, moral rights, trademarks, know-how, ideas, and all other subject matter protectable under patent, copyright moral right, mask work, trademark, trade secret or other laws (“ Inventions ”), made, conceived or developed by Consultant, alone or with others, which result from the Services or any other services provided by Consultant from the first day of engagement by the Company, together with all related intellectual property rights, shall be the sole property of the Company (“ Company Inventions ”).

(b) Out-of-Scope Inventions . If Consultant incorporates any Inventions relating in any way to the Company’s business or demonstrably anticipated research or development that were conceived, reduced to practice, created, derived, developed or made by Consultant either outside the scope of Consultant’s Services for the Company under this Agreement or prior to the execution of this Agreement (collectively, the “ Out-of-Scope Inventions ”) into any of the Company Inventions, Consultant hereby grants to the Company a royalty-free, irrevocable, worldwide, fully paid-up license (with rights to sublicense through multiple tiers of sublicensees) to practice all applicable patent, copyright, moral right,

mask work, trade secret and other intellectual property rights relating to any Out-of-Scope Inventions that Consultant incorporates, or permits to be incorporated, in any Company Inventions. Consultant agrees that Consultant will not incorporate, or permit to be incorporated, any Inventions conceived, reduced to practice, created, derived, developed or made by others or any Out-of-Scope Inventions into any Company Inventions without the Company’s prior written consent.

(c) Assignment, Disclosure and Assistance . Consultant agrees to promptly disclose to the Company every Company Invention. Consultant hereby assigns and agrees to assign to the Company or its designee its entire right, title and interest worldwide in all such Company Inventions and any associated intellectual property rights. Consultant agrees to assist the Company in any reasonable manner to obtain and enforce for the Company’s benefit patents, copyrights, maskworks, and other property rights in such Company Inventions in any and all countries, and Consultant agrees to execute, when requested, patent, copyright or similar applications and assignments to the Company and any other lawful documents deemed necessary by the Company to carry out the purpose of this Agreement.

6. Confidential Information .

(a) Definition of Confidential Information . “ Confidential Information ” as used in this Agreement shall mean all technical and non-technical information including copyright, trade secret, and proprietary information, including, without limitation, customer data, customer information, information related to the current, future and proposed products and services, financial information, procurement requirements, purchasing information, manufacturing information, business forecasts, sales and merchandising and marketing plans and all other information of the Company. “ Confidential Information ” also includes proprietary or confidential information of any third party who may disclose such information to the Company or Consultant in the course of the Company’s business.

(b) Nondisclosure and Nonuse Obligations . Except as permitted in this paragraph, Consultant shall not use, disclose or disseminate any Confidential Information of the Company. Consultant may use the Confidential Information of the Company solely to perform its obligations under this Agreement for the benefit of the Company. Consultant will exercise the same degree of care as it takes to protect its own confidential information, but in no event less than reasonable care.

(c) Injunctive Relief . It is understood and agreed that money damages would not be a sufficient remedy for a breach of Consultant’s confidentiality obligations under this Agreement and that the Company shall be entitled to injunctive relief as a remedy for any such breach. Such remedy shall not be deemed to be the exclusive remedy for the breach of Consultant’s obligations under this Section 6(c), but will be in addition to all other available legal or equitable remedies.

(d) Exclusions from Nondisclosure and Nonuse Obligations . Consultant’s obligations under this Section 6 with respect to any portion of the Confidential Information of the Company shall not apply to any such portion that Consultant can demonstrate (i) was in the public domain at or subsequent to the time such portion was communicated to Consultant by the Company through no fault of Consultant, or (ii) was rightfully in Consultant’s possession free of any obligation of confidence at or subsequent to the time such portion was communicated to Consultant by the Company. A disclosure of Confidential Information by Consultant either in response to a valid order by a court or other governmental body, otherwise required by law, or necessary to establish the rights of either party under this Agreement shall not be considered a breach of this Agreement or a waiver of confidentiality for other purposes, provided , however , that Consultant shall provide prompt prior written notice thereof to the Company to enable the Company to seek a protective order or otherwise prevent such disclosure.

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7. Ownership and Return of Company Property . All materials furnished to Consultant by the Company, whether delivered to Consultant by the Company or made by Consultant in the performance of services under this Agreement (collectively, the “ Company Property ”) are the sole and exclusive property of the Company, and Consultant hereby does and will assign to the Company all rights, title and interest Consultant may have or acquire in the Company Property. At the Company’s request and no later than five (5) days after such request, Consultant shall, at the Company’s option, destroy or deliver to the Company (i) all Company Property, (ii) all tangible media of expression in Consultant’s possession or control that incorporate or in which are fixed any Confidential Information of the Company, and (iii) written certification of Consultant’s compliance with Consultant’s obligations under this Agreement.

8. No Violation of Third Party Rights . Consultant shall not communicate any information to the Company in violation of the proprietary rights of third parties.

9. Warranty . Consultant shall perform the Services under this Agreement in a workmanlike and commercially reasonable manner, with a standard of diligence and care normally employed by qualified persons in the performance of comparable work in the same or similar locality. Consultant shall devote sufficient effort and resources to the performance of the Services and shall be responsive to the Company’s reasonable needs and requests in so doing. Consultant warrants that there is no other contract or duty on Consultant’s part that conflicts with or is inconsistent with this Agreement. Consultant will comply with all applicable specifications, laws, ordinances, rules, regulations, orders, licenses, permits and other contractual or governmental requirements.

10. Miscellaneous .

(a) Successors and Assigns . Consultant may not subcontract or otherwise delegate Consultant’s obligations under this Agreement without the Company’s prior written consent. Subject to the foregoing, this Agreement will be for the benefit of the Company’s successors and assigns, and will be binding on Consultant’s assignees.

(b) Notices . Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows, with notice deemed given as indicated: (a) by personal delivery, when delivered personally; (b) by overnight courier, upon written verification of receipt; (c) by telecopy or facsimile transmission, upon acknowledgement of receipt of electronic transmission; or (d) by certified or registered mail, return receipt requested, upon verification of receipt. Notice shall be sent to the addresses set forth in this Agreement or to such other address as either party may specify in writing.

(c) Governing Law . This Agreement shall be governed in all respects by the laws of the state of California, without giving effect to conflicts of law principles. Venue for any dispute arising under this Agreement will lie exclusively in the state or federal courts located in the County of San Diego of the state of California.

(d) Severability . If any provision of this Agreement is held by a court of law to be illegal, invalid or unenforceable, that provision shall be deemed amended to achieve as nearly as possible the same economic effect as the original provision, and the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.

(e) Entire Agreement . This Agreement constitutes the entire agreement, and supersedes all other prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, and is not intended to confer upon any party other than the parties hereto any rights or remedies hereunder.

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(f) Waiver; Amendment; Modification . No term or provision hereof will be considered waived by the Company, and no breach excused by the Company, unless such waiver or consent is in writing signed by the Company. Any such waiver by the Company of, or consent by the Company to, a breach of any provision of this Agreement by Consultant, shall not operate or be construed as a waiver of, consent to, or excuse of any other or subsequent breach by Consultant. This Agreement may be amended or modified only by mutual agreement of duly authorized representatives of the parties in writing.

(g) Survival . The rights and obligations contained in this Agreement, which by their nature require performance following termination, shall survive any termination or expiration of this Agreement.

(h) Counterparts . This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one instrument.

[ signature page follows ]

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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the Effective Date.

EXHIBIT A

Consulting Services

Consultant shall cause Christopher Gleeson to serve as the Company’s interim Chief Executive Officer. Subject to the supervisory powers of the Board of Directors, Mr. Gleeson shall perform such duties as shall be reasonably assigned to him by the Board of Directors, consistent with the expectations set forth in the Executive Consulting Agreement (including the exhibits thereto). Mr. Gleeson shall have general charge of the business and affairs of the Company. Mr. Gleeson shall keep the Board of Directors fully informed with respect to his duties and shall freely consult with them concerning the business of the Company. Mr. Gleeson shall perform all the functions and all such duties as are customarily incident to his role as interim Chief Executive Officer. Mr. Gleeson may sign, with the Secretary or any other officer of the corporation thereunto authorized by the Board of Directors, certificates for shares of the corporation, any deeds, mortgages, bonds, contracts, or other instruments that the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by the Company’s Bylaws to some other officer or agent of the Company, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of Chief Executive Officer and such other duties as may be prescribed by the Board of Directors from time to time.

The Company anticipates that Mr. Gleeson will perform his services principally from the Company’s headquarters located in Carlsbad, California.

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EXHIBIT B

Payment of Fees

The parties agree that fees for the Services and any subsequently agreed upon Services to be provided shall be paid to Consultant as follows:

1. Cash Compensation . There will be no cash compensation paid for the performance by Mr. Gleeson of the Services.

2. Equity Compensation . Mr. Gleeson has been granted 109,375 shares of Company restricted common stock under the Company’s 2010 Equity Incentive Plan (the “Plan”), which shall vest in two equal tranches (a) the first tranche of 54,687.5 shares shall vest on January 30, 2011, and (b) the second tranche of 54,87.5 shares shall vest on July 30, 2011. In the event the Company terminate this agreement without Cause as defined below, prior to July 30, 2011, all 109,375 shares will fully vest on the termination date. If Mr. Gleeson is terminated with Cause, or resigns before July 30, 2011, Mr. Gleeson shall not be entitled to retain any Company stock contemplated by this paragraph other than the shares which have vested as of the date of Mr. Gleeson’s termination.

3. Temporary Housing Benefit . To assist in providing temporary housing in Carlsbad while Mr. Gleeson performs the duties required by this Agreement, and subject to Mr. Gleeson’s continued provision of the Services and the satisfactory performance of the duties referenced on Exhibit A, Company agrees to provide Mr. Gleeson reimbursement for temporary housing at a rate not to exceed $5,000.00 per month for the period from August 9, 2010 to July 30, 2011, or such earlier time at which Mr. Gleeson no longer serves as the Company’s interim Chief Executive Officer. In order to obtain reimbursement for temporary housing, Mr. Gleeson will be required to submit a monthly expense report, with appropriate receipts. The Company does not make any representations regarding the tax consequences of this benefit and Mr. Gleeson is advised to obtain Mr. Gleeson’s own tax counsel for such information and guidance.

4. Definition of Cause . For purposes of this Agreement, “Cause” is defined as: (a) acts or omissions constituting gross negligence, recklessness or willful misconduct on the part of Mr. Gleeson with respect to Mr. Gleeson’s obligations or otherwise relating to the business of Company; (b) any acts or conduct by Mr. Gleeson that are materially adverse to Company’s interests; (c) Mr. Gleeson’s material breach of this Agreement; (d) Mr. Gleeson’s breach of Company’s Employee Innovations and Proprietary Rights Agreement; (e) Mr. Gleeson’s conviction or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, or any felony or crime of moral turpitude or that otherwise negatively impacts Mr. Gleeson’s ability to effectively perform his duties hereunder; or (f) Mr. Gleeson’s willful neglect of duties as determined in the sole and exclusive discretion of the Board of Directors.

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Exhibit 10.34

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (“Agreement”), dated as of April 5, 2011 (the “Execution Date”), is made by and between GenMark Diagnostics, Inc. (“Company”) and Hany Massarany (“Executive”).

The parties agree as follows:

1. Employment/Start Date . Executive’s employment shall commence on a date determined by Executive (“Start Date”) which shall be no later than four weeks following the Execution Date. As of the Start Date, Company hereby employs Executive, and Executive hereby accepts such employment, upon the terms and conditions set forth herein. It is noted, that while Executive will perform the tasks contemplated hereby on behalf of the Company, he will be employed by the Company’s wholly-owned operating subsidiary, Clinical Microsensors, Inc. Between the Execution Date and the Start Date, Executive shall provide services to the Company, up to a maximum of 20 hours per week, as a consultant.

2.1 Position . Commencing on the Start Date, Executive is employed as President and Chief Executive Officer and shall have the duties and responsibilities assigned by Company’s Board of Directors (“Board of Directors”) both upon initial hire and as may be reasonably assigned from time to time and shall report directly to the Board of Directors. Notwithstanding the foregoing, Executive shall have such authority, power, responsibilities and duties as are inherent in his positions (and the undertakings applicable to his positions) and necessary to carry out his responsibilities and the duties required of him hereunder. The Board of Directors reserves the right to modify Executive’s duties at any time in its sole and absolute discretion; provided , however , that Executive shall not, without his consent, be assigned duties that would be inconsistent with those of a chief executive officer of a comparable company to the Company. In addition, Executive shall be elected to serve as a member of Company’s Board of Directors during Executive’s employment with Company.

2.2 Full-time . Commencing on the Start Date, Executive agrees that he shall perform his duties faithfully and efficiently and to the best of his abilities, subject to the directions of the Board of Directors. Executive shall devote Executive’s full business time and efforts to the performance of Executive’s assigned duties for Company, unless Executive notifies the Board of Directors in advance of Executive’s intent to engage in other paid work and receives the Board of Directors’ express written consent to do so. Notwithstanding the foregoing, during his employment, Executive may devote reasonable time to the supervision of his personal investments and activities involving professional, charitable, community, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of other organizations, and similar types of activities, to the extent that such other activities do not interfere with the performance of Executive’s duties under this Agreement, are not competitive with the Company, do not violate the provisions of section 9 below or otherwise conflict in any material way with the business of the Company ; provided , however , that Executive shall not serve on the board of directors of any business, or hold any other position with any business, without the prior consent of the Board of Directors, which consent shall not be unreasonably withheld or delayed.

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2.3 Work Location . Executive’s principal place of work shall be located in Carlsbad, California.

3. At-Will Employment . Executive’s employment with Company is at-will and not for any specified period and may be terminated at any time, with or without Cause (as defined below) or advance notice, by either Executive or Company subject to the provisions regarding termination set forth below in section 8. No representative of Company, other than the Board of Directors, has the authority to alter the at-will employment relationship. Any change to the at-will employment relationship must be by specific, written agreement, authorized by the Board of Directors. Nothing in this Agreement is intended to or should be construed to contradict, modify or alter this at-will relationship.

4. Compensation .

4.1 Base Salary . Commencing on the Execution Date, as compensation for Executive’s performance of Executive’s duties hereunder, Company shall pay to Executive an initial Base Salary of Four Hundred Fifty Thousand Dollars ($450,000) per year payable in accordance with the normal payroll practices of Company, less required deductions for state and federal withholding tax, social security and all other employment taxes and payroll deductions. In the event Executive’s employment under this Agreement is terminated by either party, for any reason, Executive will earn the Base Salary prorated to the date of termination. The Base Salary shall be reviewed for increases by the Board of Directors in good faith, based upon Executive’s performance, not less often than annually. The term “Base Salary” shall refer to the Base Salary as so increased by the Board of Directors.

4.2 Incentive Compensation . Executive will be eligible to participate in Company’s performance incentive compensation bonus program (the “Annual Bonus Program”) with a target annual bonus equal to 75% of Executive’s Base Salary for 2011 and 100% of Executive’s Base Salary in subsequent years (“Target”). The Annual Bonus Program shall provide that Executive may earn up to a maximum of 150% of the Target then in effect based on exceeding the objectives or milestones established by the Compensation Committee of the Board of Directors (the “Compensation Committee”). For calendar year 2011, Executive will be guaranteed a minimum bonus equal to a pro rata portion of 50% of Executive’s Target calculated based on the portion of the calendar year during which Executive performs services for the Company following the Execution Date (the “2011 Guaranteed Bonus”). Except with respect to the portion of the 2011 annual bonus that represents the 2011 Guaranteed Bonus, the actual amount of the annual bonus earned by and payable to Executive in any year shall be determined upon the satisfaction of goals and objectives established by the Compensation Committee and communicated to Executive, and shall be subject to such other terms and conditions of the Company’s Annual Bonus Program as in effect from time to time. Each bonus paid under the Annual Bonus Program shall be paid to Executive no later than March 15th of the calendar year following the calendar year in which the bonus is earned.

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4.3 Equity Grants . On the Execution Date, Executive shall be granted (i) a non-qualified stock option to purchase 275,000 shares of Company’s Common Stock, par value $0.0001 per share (the “Common Stock”), at a per share exercise price equal to the fair market value of a share of Common Stock on the date of the grant (the “Option”), on the terms and conditions set forth in this Agreement, the Company’s 2010 Equity Incentive Plan (the “Plan”) and the corresponding Option Agreement by and between Company and Executive (the “Option Agreement”), in the form attached hereto as Exhibit A and (ii) a restricted stock award of 176,739 shares of the Company’s Common Stock, par value $0.0001 (the “Restricted Stock”), on the terms and conditions set forth in this Agreement, the Plan and the corresponding Restricted Stock Purchase Agreement by and between the Company and Executive (the “Purchase Agreement’), in the form attached hereto as Exhibit B . The terms of the Option Agreement and the Purchase Agreement shall take precedence over any conflicting terms in the Plan. In the event of a Change in Control (as defined in the Plan), the Option, the Restricted Stock and all future options and shares of restricted stock granted to Executive by Company shall immediately vest in full and, in a transaction pursuant to which the shareholders of Company receive cash consideration, Executive shall surrender Executive’s options to Company and shall receive a cash payment in an amount equal to the number of shares of Common Stock then subject to the options multiplied by the excess, if any, of the fair market value of a share of Common Stock as of the date of the Change in Control, over the exercise price per share of the Common Stock subject to the options.

4.4 Performance and Salary Review . The Board of Directors will periodically review Executive’s performance on no less than an annual basis. Adjustments to Base Salary or other compensation, if any, will be made by the Board of Directors in its sole and absolute discretion; provided , however , that Executive’s Base Salary and Target shall not be reduced from the levels set forth in this Agreement or the levels established by the Board of Directors through future increases in Executive’s Base Salary and Target.

5. Other Benefits .

5.1 Savings and Retirement Plans . Commencing on the Start Date, Executive shall be entitled to participate in all qualified and non-qualified savings and retirement plans applicable generally to other executives of Company, in accordance with the terms of the plans, as may be amended from time to time.

5.2 Welfare Benefit Plans . Commencing on the Start Date, Executive and/or his eligible dependents shall be eligible to participate in and shall receive all benefits under the Company’s welfare benefit plans and programs applicable generally to other executives of Company, in accordance with the terms of the plans, as may be amended from time to time.

5.3 Vacation . Executive shall be entitled to paid vacation time consistent with the applicable policies of Company as in effect from time to time, but in any event no less than four weeks of such vacation per year.

5.4 Fringe Benefits . Executive shall be entitled to such fringe benefits as may be available generally to other executives of Company.

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5.5 Unpaid Retention Bonus . If Executive’s employer from his immediately preceding employment fails to pay all or any portion of the final retention payment due to Executive in April 2011, then the Company shall reimburse Executive for any unpaid amount up to a total of $250,000, in two equal cash payments, the first made on May 31, 2011 and the other made on November 30, 2011.

6. Business Expenses . Subject to subsection 8.8(c), Executive will be reimbursed for all business-related travel and other expenses incurred in the performance of Executive’s duties on behalf of Company in accordance with Company’s policies. To obtain reimbursement, expenses must be submitted promptly with appropriate supporting documentation and will be reimbursed in accordance with Company’s policies.

7. Relocation Benefit . In exchange for Executive agreeing to relocate Executive’s primary residence to San Diego County, California on or before April 30, 2012, and performing the duties referenced in subsection 2.1 above, Company will provide Executive with a relocation benefit. This will include the Company’s direct payment for house hunting trips for Executive and Executive’s immediate family, the moving of household goods and automobiles, closing and finance costs actually incurred for the purchase of Executive’s primary residence in San Diego County, California, and closing and commission costs actually incurred for the sale of Executive’s existing home in Tucson, Arizona, and from Executive’s Start Date through August 31, 2011, a temporary housing allowance of up to $5,000 per month and reasonable commuting costs between Tucson, Arizona and San Diego County, California (“Relocation Benefits”). Company may require supporting documentation from Executive prior to providing the above Relocation Benefits. The Relocation Benefits provided by Company, other than expenses for moving household goods and personal effects from Executive’s former residence to his new residence, will be included in Executive’s gross income and subject to required deductions for state and federal withholding tax, social security and all other employment taxes and payroll deductions. Company does not make any representations regarding the tax consequences of this benefit and Executive is advised to obtain Executive’s own tax counsel for such information and guidance.

8. Termination of Executive’s Employment .

8.1 Termination Due to Death or Disability . Executive’s employment with the Company shall terminate automatically on Executive’s death. In the event of Executive’s Disability, as defined below, Company shall be entitled to terminate his employment. In the event of termination of Executive’s employment by reason of Executive’s death or Disability, Company shall pay to Executive (or his estate, as applicable), within 10 business days after Executive’s termination of employment or death, as the case may be, Executive’s Base Salary then in effect, prorated to the date of termination, and any other amounts or benefits required to be paid or provided by law or under any plan, program, policy or practice of Company (collectively, the “ Accrued Benefits ”). In addition, Executive shall receive a bonus pursuant to subsection 4.2 for the fiscal year in which the termination of employment or death, as applicable, occurs based on actual performance for such full fiscal year under the Annual Bonus Program, determined solely by the achievement of those corporate financial goals and objectives established for the officers of the Company, including Executive (and not upon the achievement of any additional operating, strategic or other goals or objectives established only for Executive,

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and without the exercise of any negative discretion), multiplied by a fraction, the numerator of which is the number of days that Executive was employed by Company during such fiscal year, and the denominator of which is 365. Such prorated bonus shall be payable at the time that bonuses are payable to officers of Company generally for such fiscal year (and not later than March 15 following the year in which the termination of employment occurs). Upon Executive’s termination of employment by reason of death or Disability, all outstanding Company equity awards, including but not limited to the Option and the Restricted Stock, shall vest and, in the case of stock options, become exercisable on the date of termination and, in the case of stock options, remain exercisable until the expiration date of such option. For purposes of this Agreement, “ Disability ” means a physical or mental disability or infirmity of Executive that prevents the normal performance of substantially all his duties for a period in excess of 90 consecutive days or for more than 180 days in any consecutive 12-month period. The payments contemplated by this Section 8.1 to be made in the event of termination of Executive’s employment by reason of Executive’s death or Disability shall be made in lieu of any other payments contemplated to be made to Executive pursuant to any section of this Agreement and all other Company obligations to Executive pursuant to this Agreement will become automatically terminated and completely extinguished.

8.2 Termination for Cause by Company . Although Company anticipates a mutually rewarding employment relationship with Executive, Company may terminate Executive’s employment immediately at any time for Cause. For purposes of this Agreement, “Cause” is defined as: (a) any act or omission that constitutes a material breach by Executive of any of his material obligations under this Agreement or the Employee Innovations and Proprietary Rights Agreement (in the form attached hereto as Exhibit C ), after a written demand for substantial performance is delivered to Executive by the Board of Directors that specifically identifies the manner in which the Board of Directors believes that Executive has materially breached such obligations and Executive’s failure to cure such alleged breach not later than 30 days following his receipt of such notice; (b) Executive’s conviction of, or plea of nolo contendere to, any felony; (c) Executive’s ongoing willful refusal to follow the proper and lawful directions of the Board of Directors after a written demand for substantial performance is delivered to Executive by the Board of Directors that specifically identifies the manner in which the Board of Directors believes that Executive has refused to follow its instructions and Executive’s failure to cure such refusal not later than 30 days following his receipt of such notice; or (d) any acts or omissions constituting willful misconduct by Executive (including any violation of federal securities laws) which is materially and demonstrably injurious to the financial condition or business reputation of Company and its subsidiaries, taken as a whole. For purposes of this subsection 8.2, no act, or failure to act, on the part of Executive shall be considered “willful” unless it is done, or omitted to be done, by Executive in bad faith or without reasonable belief that Executive’s action or omission was in the best interests of Company. Any act, or failure to act, based upon (i) authority given pursuant to a resolution duly adopted by the Board of Directors or (ii) the advice of counsel for Company shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of Company. In the event Executive’s employment is terminated in accordance with this subsection 8.2, Executive shall be entitled to receive the Accrued Benefits. All other Company obligations to Executive pursuant to this Agreement will become automatically terminated and completely extinguished. Executive will not be entitled to receive the benefits described in subsections 8.3 and 8.4 below.

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8.3 Termination Without Cause by Company or by Executive for Good Reason/Severance .

(a) Company may terminate Executive’s employment under this Agreement without Cause at any time on thirty (30) days’ advance written notice to Executive. If (i) Executive provides written notice to Company of the occurrence of Good Reason event (as defined below) within 90 days after Executive has knowledge of the circumstances constituting Good Reason, which notice shall specifically identify the circumstances which Executive believes constitute Good Reason, (ii) Company fails to correct the circumstances constituting “Good Reason” within 30 days after such notice; and (iii) Executive resigns within six months after the initial existence of such circumstances; then Executive’s termination of employment shall constitute a resignation for Good Reason. In the event of Company’s termination without Cause or Executive’s resignation for Good Reason, Executive will receive (i) the Accrued Benefits and (ii) the sum of (A) the Base Salary at the time of termination plus (B) the last annual bonus actually paid to Executive prior to such termination (the “Severance Payment”). Subject to Section 8.8, such Separation Payment shall be paid in a lump sum payment on the sixtieth day following the termination date. In addition, (i) all outstanding Company equity awards, including but not limited to the Option and the Restricted Shares, shall vest and, in the case of stock options, become exercisable on the date of termination and, in the case of stock options, remain exercisable until the expiration date of such option and (ii) during the one-year period commencing on the date of termination of employment, Company shall reimburse Executive for a portion of any premium payments made in order to continue his group health insurance pursuant to the terms of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) such that the health insurance provided under COBRA during such one-year period shall have the same after-tax cost to Executive and/or Executive’s family, as Executive would have been required to pay pursuant to the Company’s plans, programs, practices and policies providing health care had Executive’s employment continued under this Agreement for such period (“Healthcare Continuation Coverage”). Notwithstanding the foregoing, if Executive becomes re-employed with another employer and is eligible to receive health care benefits under another employer-provided plan, the reimbursement provided hereunder shall cease. Executive will only receive the Severance Payment if Executive: (i) complies with all surviving provisions of this Agreement as specified in subsection 12.8 below; (ii) executes a full general release in a form attached hereto as Exhibit D , releasing all claims, known or unknown, that Executive may have against Company arising out of or in any way related to Executive’s employment or termination of employment with Company which release shall contain a provision that provides that neither Executive nor Company will make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage or in any way criticize the personal and/or business reputations, practices or conduct of the other, and such release has become effective in accordance with its terms prior to the 60th day following the termination date; and (iii) agrees to cooperate with pending litigation during the one-year severance period, subject to reimbursement of reasonable out-of-pocket travel costs and expenses.

(b) For purposes of this Agreement, resignation for “Good Reason” shall mean termination of employment by Executive because of the occurrence of any of the following events, without Executive’s prior written consent: (A) a material breach of this Agreement by Company (including but not limited to a removal of Executive from the office of Chief Executive Officer for a reason other than Cause or Disability); (B) Executive’s failure to

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be elected or reelected to the Board of Directors; (C) a material diminution in Executive’s then authority, duties or responsibilities; (D) a reduction by Company in Executive’s Base Salary or Target; or (E) relocation of Executive’s base office to an office that is more than 30 highway miles from Executive’s base office prior to such relocation.

8.4 Change in Control Severance .

(a) In the event Executive’s employment is terminated without Cause (other than pursuant to Section 8.1) or Executive resigns for Good Reason within six months preceding or 24-months following a Change in Control (as defined in the Plan) then in lieu of the payments and benefits contemplated by Section 8.3, Executive shall be entitled to receive (i) the Accrued Benefits, (ii) the product of 2 multiplied by the sum of (A) Base Salary at the time of termination plus (B) the last annual bonus actually paid to Executive prior to such termination (the “Change in Control Severance Payment”), (iii) Healthcare Continuation Coverage for the 24-month period following such termination of employment, and (iv) all outstanding Company equity awards shall vest and, in the case of stock options, become exercisable on the date of termination and, in the case of stock options, remain exercisable until the expiration date of such option. In the event that Executive’s employment shall be terminated by Company without Cause (other than pursuant to Section 8.1) or by Executive for Good Reason within six months preceding a Change in Control, Executive’s Change in Control Severance Payment shall be reduced by any Severance Payments paid to Executive pursuant to Section 8.3. Subject to Section 8.8, Company (or the successor thereto) shall pay the Change in Control Severance Payment to Executive in a lump sum on the sixtieth day following the Change in Control (in the case of Executive’s termination of employment within six-months preceding a Change in Control) or termination of employment (in the case of Executive’s termination of employment within 24-months following a Change in Control).

(b) For purposes of this subsection 8.4, the term “Good Reason” shall have the same meaning as such term is defined in subsection 8.3 with the following modifications: (i) failure of Company to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement and (ii) upon or within 24 months following a Change in Control, either (A) Executive is not the chief executive officer of the publicly-traded entity resulting from such Change in Control or of the publicly-traded parent of such entity, in either case reporting directly to the board of directors of such publicly-traded entity or such publicly-traded parent, or (B) there is no publicly-traded entity resulting from such Change in Control and no publicly-traded parent of such entity.

8.5 Voluntary Resignation by Executive . Executive may voluntarily resign Executive’s position with Company, at any time on thirty (30) days’ advance written notice. In the event of Executive’s resignation, Executive will be entitled to receive Executive’s Base Salary and benefits for the thirty-day notice period and the Accrued Benefits. All other Company obligations to Executive pursuant to this Agreement will become automatically terminated and completely extinguished. In addition, Executive will not be entitled to receive the benefits described in Sections 8.3 and 8.4 above.

8.6 Pay in Lieu of Notice Period . Should Company terminate Executive’s employment without Cause or Executive voluntarily resign Executive’s employment without

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Good Reason upon thirty (30) days’ advance written notice, Company reserves the right to immediately relieve Executive of all job duties, positions and responsibilities and provide Executive with payment of Executive’s then current Base Salary for thirty (30) days in lieu of any portion of the notice period.

8.7 Resignation of Board or Other Positions . Should Executive’s employment terminate for any reason, Executive agrees to immediately resign all other positions (including board membership) Executive may hold on behalf of Company, and take all necessary action to accomplish such resignation.

8.8 Application of Section 409A .

(a) Notwithstanding anything set forth in this Agreement to the contrary, no amount payable pursuant to this Agreement which constitutes a “deferral of compensation” within the meaning of the Treasury Regulations issued pursuant to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), (the “Section 409A Regulations”) and which is payable upon Executive’s “termination of employment” shall be paid unless and until Executive has incurred a “separation from service” within the meaning of the Section 409A Regulations. Furthermore, to the extent that Executive is a “specified employee” within the meaning of the Section 409A Regulations as of the date of Executive’s separation from service, no amount that constitutes a deferral of compensation which is payable on account of Executive’s separation from service shall be paid to Executive before the date (the “Delayed Payment Date”) which is the first day of the seventh month after the date of Executive’s separation from service or, if earlier, the date of Executive’s death following such separation from service. All such amounts that would, but for this Section, become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date, with interest at a rate of 5% per annum.

(b) Company intends that income provided to Executive pursuant to this Agreement will not be subject to taxation under Section 409A of the Code and the provisions of this Agreement shall be interpreted and construed in favor of satisfying any applicable requirements of Section 409A of the Code. The payments to Executive pursuant to this Agreement are intended to be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4). However, Company does not guarantee any particular tax effect for income provided to Executive pursuant to this Agreement. In any event, except for Company’s responsibility to withhold applicable income and employment taxes from compensation paid or provided to Executive, Company shall not be responsible for the payment of any applicable taxes on compensation paid or provided to Executive pursuant to this Agreement.

(c) Notwithstanding anything herein to the contrary, the reimbursement of expenses or in-kind benefits provided pursuant to this Agreement shall be subject to the following conditions: (1) the expenses eligible for reimbursement or in-kind benefits in one taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year; (2) the reimbursement of eligible expenses or in-kind benefits shall be made promptly, subject to Company’s applicable policies, but in no event later than the

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end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

(d) For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments.

9. No Conflict of Interest . During the term of Executive’s employment with Company, Executive must not engage in any work, paid or unpaid, or other activities that create a conflict of interest. Such work and/or activities shall include, but is not limited to, directly or indirectly competing with Company in any way, or acting as an officer, director, employee, consultant, stockholder, volunteer, lender, or agent of any business enterprise of the same nature as, or which is in direct competition with, the business in which Company is now engaged or in which Company becomes engaged during the term of Executive’s employment with Company, as may be determined by the Board of Directors in its sole discretion. If Company’s Board of Directors believes such a conflict exists during the term of this Agreement, the Board of Directors may ask Executive to choose to discontinue the other work and/or activities or resign employment with Company.

10. Confidentiality and Proprietary Rights . As a condition of employment, Executive agrees to read, sign and abide by Company’s Confidentiality and Non-Disclosure Agreement which is attached hereto as Exhibit E .

11. Injunctive Relief . Executive acknowledges that Executive’s breach of the covenants contained in sections 9-10 (collectively “Covenants”) would cause irreparable injury to Company and agrees that in the event of any such breach, Company shall be entitled to seek temporary, preliminary and permanent injunctive relief without the necessity of proving actual damages or posting any bond or other security.

12. General Provisions .

12.1 Successors and Assigns . The rights and obligations of Company under this Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of Company. Executive shall not be entitled to assign any of Executive’s rights or obligations under this Agreement.

12.2 Waiver . Either party’s failure to enforce any provision of this Agreement shall not in any way be construed as a waiver of any such provision, or prevent that party thereafter from enforcing each and every other provision of this Agreement.

12.3 Attorneys’ Fees . Each side will bear its own attorneys’ fees in any dispute arising under this Agreement unless a statutory section at issue, if any, authorizes the award of attorneys’ fees to the prevailing party.

12.4 Severability . In the event any provision of this Agreement is found to be unenforceable by an arbitrator or court of competent jurisdiction, such provision shall be deemed modified to the extent necessary to allow enforceability of the provision as so limited, it being

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intended that the parties shall receive the benefit contemplated herein to the fullest extent permitted by law. If a deemed modification is not satisfactory in the judgment of such arbitrator or court, the unenforceable provision shall be deemed deleted, and the validity and enforceability of the remaining provisions shall not be affected thereby.

12.5 Interpretation; Construction . The headings set forth in this Agreement are for convenience only and shall not be used in interpreting this Agreement. This Agreement has been drafted by legal counsel representing Company, but Executive has participated in the negotiation of its terms. Furthermore, Executive acknowledges that Executive has had an opportunity to review and revise the Agreement and have it reviewed by legal counsel, if desired, and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement.

12.6 Governing Law . This Agreement will be governed by and construed in accordance with the laws of the United States and the State of California. Each party consents to the jurisdiction and venue of the state or federal courts in San Diego, California, if applicable, in any action, suit, or proceeding arising out of or relating to this Agreement.

12.7 Notices . Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows with notice deemed given as indicated: (a) by personal delivery when delivered personally; (b) by overnight courier upon written verification of receipt; (c) by telecopy or facsimile transmission upon acknowledgment of receipt of electronic transmission; or (d) by certified or registered mail, return receipt requested, upon verification of receipt. Notice shall be sent to the addresses set forth below, or such other address as either party may specify in writing.

12.8 Survival . Sections 8 (“Termination of Executive’s Employment), 9 (“No Conflict of Interest”), 10 (“Confidentiality and Proprietary Rights”), 11 (“Injunctive Relief”), 12 (“General Provisions”) and 13 (“Entire Agreement”) of this Agreement, and any other rights and obligations of either party hereto which by their terms must or may be performed following the termination or expiration of this Agreement, shall survive any such termination or expiration.

13. Entire Agreement . This Agreement, including the Exhibits attached hereto, constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or simultaneous representations, discussions, negotiations, and agreements, whether written or oral. This agreement may be amended or modified only with the written consent of Executive and the Board of Directors. No oral waiver, amendment or modification will be effective under any circumstances whatsoever.

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THE PARTIES TO THIS AGREEMENT HAVE READ THE FOREGOING AGREEMENT AND FULLY UNDERSTAND EACH AND EVERY PROVISION CONTAINED HEREIN. WHEREFORE, THE PARTIES HAVE EXECUTED THIS AGREEMENT ON THE DATES SHOWN BELOW.

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