Vice President Product Development With Caliper Technologies Corp. Employment Agreement

November 13, 2001


Susan Evans Ph.D.


Dear Sue:


We are pleased to formally extend to you an offer of employment for the position of Vice President Product Development with Caliper Technologies Corp. (Caliper). In this position you will report to me.


The primary responsibilities of this position include: developing the infrastructure and directing the technical activities of the product development function from product conception through transition to manufacturing. These activities include instrument engineering, software engineering, assay development and product microfluidics through all the stages of the product lifecycle for successful delivery. In this position you will be a company officer and a member of the executive team with additional responsibility for contributing to the strategic planning and management of the company


To compensate you for your efforts in this position, you will receive a compensation package including base salary, performance bonus, stock options and a comprehensive benefits plan.


BASE SALARY: your base salary will be $20,417 per month (equivalent to $245,004 per annum), subject to standard payroll deductions and withholdings. This position is classified as exempt.


PERFORMANCE BONUS: you will be eligible for an annual bonus under the Caliper performance bonus plan beginning January 1, 2002. In the position you have been offered, your annual bonus opportunity would be equal to 40% of your annualized base salary. Actual payment of this bonus is subject to your performance and the performance of the company during the year.


EQUITY: I will be recommending to the board of directors the approval of a stock option grant for 175,000 shares of Common Stock of Caliper. The price per share for this option will be fixed based on the closing sales price (or closing bid, if no sales are reported) on the last trading day prior to the date of grant. It is our intent to have your date of grant be your first day of employment. The shares subject to this option will vest over a four-year period with 25% of the shares vesting one (1) year from your start date, and thereafter the shares shall vest at a rate of 1/48th of the shares per month at the end of each of the remaining 36 months. The option will be granted pursuant to the Company's 1999 Equity Incentive Plan.


EMPLOYEE STOCK PURCHASE PLAN: Based on an anticipated start date after November 20, 2001, you will be eligible to participate in Caliper's Employee Stock Purchase Plan effective June 1, 2002. Susan Evans November 13, 2001 Page 2


BENEFITS: you will receive all the employment benefits available to full time, regular exempt employees of the Caliper. These benefits include medical, dental, vision and life insurance plans including a term executive life insurance policy with a benefit of $500,000 and an executive life insurance benefit of an additional $500,000, for which the premiums are paid 100% by the Company, accrual of fifteen days vacation during the year, eleven paid holidays, five days flexible time off, five days sick leave and a 401(k) plan.


RELOCATION: It is our understanding that you have not completed your relocation to the San Francisco Bay Area. To assist you in this activity, the company will provide you with relocation assistance. Please see the attached summary of Caliper Technologies Corp. Relocation Coverage Your relocation must occur within four years of date of employment.


CHANGE OF CONTROL: In this position, you will be eligible for compensation protection should your employment terminate due to a Change of Control. The terms of this protection are:


Severance Pay:


If your employment is terminated (including a Constructive Termination)
during the 13 months following a Change of Control for any reason other
than for Cause, then if you execute an effective waiver and release of all
claims, you will receive monthly consulting payments equal to your base
salary at time of termination for 12 months or until employed by another
company, whichever is less, and to the extent and for so long as (but not
to exceed 12 months) you are not eligible to receive comparable health
insurance coverage from another employer, Caliper Technologies Corp. will
provide you and your eligible dependents with COBRA continuation of
coverage, at its expense provided that you completes the requisite forms
to elect and obtain such continued coverage in timely manner.


Equity:


In addition to the vesting acceleration provisions stated in the Company's
1999 Stock Option Plan if your employment is terminated (including without
limitation Constructive Termination) during the 13 months following a
Change of Control for any reason except for Cause, then on the date of
termination you will receive accelerated vesting of 30 months for all
outstanding stock options. Acceleration of vesting will not be available
or provided, however, if the Change of Control is to be a "pooling of
interests" transaction and the Company's outside auditors determine that
such acceleration of vesting would prevent the Company from participating
in a "pooling of interests" transaction.


In accordance with the Immigration Reform & Control Act of 1986, employment in the United States is conditional upon proof of eligibility to legally work in the United States. On your first day of employment, you will need to provide us with this proof. If you do not have these documents, please contact me prior to your first day of employment.


Your employment with Caliper is voluntarily entered into and you are free to resign at any time. Similarly, Caliper is free to conclude an employment relationship where it believes it is in its interest at any time. While we hope our relationship will be mutually beneficial, it should be recognized that neither you, nor we have entered into any contract of employment expressed or implied. Our relationship is and always will be one of voluntary employment "at will". Susan Evans November 13, 2001 Page 3


As an employee of Caliper you will have access to confidential information and you may, during the course of your employment, develop information or inventions that will be the property of Caliper. To protect the interests of Caliper, you will be required to sign the Company's Proprietary Information and Inventions Agreement as a condition of your starting employment. We wish to impress upon you that we do not wish you to bring with you any confidential or proprietary material of any former employer or to violate any other obligations you may have to your former employer.


This offer letter is an offer of employment and is not intended and shall not be construed as a contract proposal or contract of employment.


This written offer constitutes all conditions and agreements made on behalf of Caliper Technologies Corp. and supersedes any previous verbal commitments by the Company. No representative other than myself has any authority to alter or add to any of the terms and conditions herein.


Please contact Richard Butts or me if you have any questions and/or to indicate your response to this offer. Upon your acceptance please sign and return the original while retaining the copy of this offer for your records. You may also send your signed copy to our confidential fax number: 650-623-0504. I have also enclosed a Proprietary Information an ...