Change In Control Plan

ALSIUS CORPORATION





CHANGE IN CONTROL SEVERANCE PLAN





AND





SUMMARY PLAN DESCRIPTION






























Plan Effective Date: February 26, 2008








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ALSIUS CORPORATION CHANGE IN CONTROL SEVERANCE PLAN

AND

SUMMARY PLAN DESCRIPTION



The Alsius Corporation Change in Control Severance Plan (the "Plan") provides severance benefits to certain management or highly compensated employees (" Covered Employees") of Alsius Corporation, a Delaware corporation. The Plan is effective for eligible employees who receive either a Change in Control Severance Agreement or Change in Control Severance Plan Participation Notice (each, an "Agreement ?) and who otherwise satisfy the conditions set forth in such Agreement and the provisions of this Plan.



This Plan is designed to be an "employee welfare benefit plan," as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). This Plan is governed by ERISA and, to the extent applicable, the laws of the State of Delaware, without reference to the conflict of law provisions thereof.



This document and your Agreement constitute both the official plan document and the required summary plan description under ERISA.





I. ELIGIBILITY



You will become a Covered Employee in the Plan only: (i) if you are selected by Alsius Corporation to be eligible to participate in this Plan and (ii) if you receive an Agreement (the provisions of which are incorporated by reference). Additionally, if you receive a Change in Control Severance Agreement (rather than a Change in Control Severance Plan Participation Notice), you must sign the Agreement indicating your agreement to be bound by the terms of this Plan and you must return such signed Agreement to Alsius Corporation.





II. BENEFITS



If you are a Covered Employee, you shall be eligible for severance benefits at such times and in such amounts as may be specified in your Agreement.





III. OTHER IMPORTANT INFORMATION



Plan Administration . As the Plan Administrator, Alsius Corporation has full and sole discretionary authority to administer and interpret the Plan, including discretionary authority to determine eligibility for participation in and for benefits under the Plan, to determine the amount of benefits (if any) payable per participant, and to any terms of this document. All determinations by the Plan Administrator will be final and conclusive upon all persons and be given the maximum possible deference allowed by law. The Plan Administrator is the " named fiduciary" of the Plan for purposes of ERISA and will be subject to the fiduciary standards of ERISA when acting in such capacity. Alsius Corporation may delegate in writing to any other person all or a portion of its authority or responsibility with respect to the Plan.



Source of Benefits . The Plan is unfunded, and all severance benefits will be paid from the general assets of Alsius Corporation or its successor. No contributions are required under the Plan.









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Claims Procedure . If you believe you are incorrectly denied a benefit or are entitled to a greater benefit than the benefit you received under the Plan you may submit a signed, written application to the director of human resources. You will be notified in writing of the approval or denial of this claim within ninety (90) days of the date that director of human resources receives the claim, unless special circumstances require an extension of time for processing the claim. In the event an extension is necessary, you will be provided written notice prior to the end of the initial ninety (90) day period indicating the special circumstances requiring the extension and the date by which the director of human resources expects to notify you of approval or denial of the claim. In no event will an extension extend beyond ninety (90) days after the end of the initial ninety (90) day period. If your claim is denied, the written notification will state specific reasons for the denial, make specific reference to the Plan provision(s) on which the denial is based, and provide a description of any material or information necessary for you to perfect the claim and why such material or information is necessary. The written notification will also provide a description of the Plan's review procedures and the applicable time limits, including a statement of your right to bring a civil suit under section 502(a) of ERISA following denial of your claim on review.



You will have sixty (60) days from receipt of the written notification of the denial of your claim to file a signed, written request for a full and fair review of the denial by a review panel which will be a named fiduciary of the Plan for purposes of such review. This request should include the reasons you are requesting a review and may include facts supporting your request and any ot ...