Change In Control Agreement

ACLARA BIOSCIENCES, INC. LETTERHEAD]


[DATE], 2001


[EXECUTIVE NAME] [ADDRESS]


Re: Change in Control Agreement


Dear Mr/s. _______________:


ACLARA BioSciences, Inc. (the "Company") considers it essential to the best interests of its shareholders to foster the continuous employment of the Company's key management personnel. In this regard, the Company's Board of Directors (the "Board") recognizes that, as is the case with many publicly-held corporations, the possibility of a change in control of the Company may exist and the uncertainty and questions that it may raise among management could result in the departure or distraction of management personnel to the detriment of the Company and its shareholders.


The Board has decided to reinforce and encourage the continued attention and dedication of members of the Company's management, including yourself, to their assigned duties without the distraction arising from the possibility of a change in control of the Company.


In order to induce you to remain in its employ, the Company hereby agrees that after this letter agreement (this "Agreement") has been fully executed, you shall receive the severance benefits set forth in this Agreement in the event of a Hostile Takeover (as defined below) or that your employment with the Company is terminated under the circumstances described below subsequent to a Change in Control (as defined below).


1. Term of Agreement. This Agreement shall commence on the date hereof and shall continue in effect through December 31, 2003; provided, however, that commencing on January 1, 2004 and on each January 1 thereafter, the term of this Agreement shall automatically be extended for one additional year unless, not later than September 30 of the preceding year, the Company shall have given you notice that it does not wish to extend this Agreement; provided, further, that if a Change in Control occurs during the original or any extended term of this Agreement, the term of this Agreement shall continue in effect for the 12 month period immediately following the Change in Control.


2. Change in Control/Hostile Takeover. You shall receive no benefits under this Agreement unless there has been a Change in Control or a Hostile Takeover.


(a) For purposes of this Agreement, a "Change in Control" shall mean (i) an acquisition of any voting securities of the Company (the "Voting Securities") by any "person" (as the term "person" is used for purposes of Section 13(d) or Section 14(d) of the Securities Exchange Act of 1934, as amended (the "1934 Act")) immediately after which such person has "beneficial ownership" (within the meaning of Rule 13d-3 promulgated under the 1934 Act) ("Beneficial Ownership") of 15% or more of the combined voting power of the Company's then outstanding Voting Securities without the approval of the Board; (ii) a merger or consolidation


Page 2


that results in more than 50% of the combined voting power of the Company's then outstanding Voting Securities of the Company or its successor changing ownership (whether or not approved by the Board); (iii) the sale of all or substantially all of the Company's assets; (iv) approval by the shareholders of the Company of a plan of complete liquidation of the Company; or (v) the individuals constituting the Board as of the date of this Agreement (the "Incumbent Board") cease for any reason to constitute at least 1/2 of the members of the Board; provided, however, that if the election, or nomination for election by the Company's stockholders, of any new director was approved by a vote of the Incumbent Board, such new director shall be considered a member of the Incumbent Board.


(b) For purposes of this Agreement, a "Hostile Takeover" means a transaction or series of transactions that results in any person acquiring Beneficial Ownership of more than 50% of the combined voting power of the Company's then outstanding Voting Securities Company's Voting Securities without the approval of the Board.


(c) Subject to any additional acceleration of exercisability described in Section 4 below, upon a Hostile Takeover, you shall immediately become 100% vested with respect to any options to purchase the Company's capital stock that you then hold and/or any restrictions with respect to restricted shares of the Company's capital stock that you then hold shall immediately lapse.


3. Termination Following Change in Control.


(a) If a Change in Control shall have occurred during the term of this Agreement, you shall be entitled to the benefits provided in Section 4(b) if your employment is terminated within the 12-month period immediately following the date of such Change in Control (i) by the Company other than for Cause, and other than as a result of your death or Disability (as defined below), or (ii) by you for Good Reason (as defined below) (a termination of your employment under the circumstances described in this sentence is sometimes hereinafter referred to as a "Payment Termination"). In the event that your employment with the Company is terminated for any reason and subsequently a Change in Control occurs, you shall not be entitled to any benefits hereunder. In the event that you are entitled to the benefits provided in Section 4(b), such benefits shall be paid notwithstanding the subsequent expiration of the term of this Agreement.


(b) Your employment with the Company shall terminate automatically upon your death or Disability. For purposes of this Agreement, "Disability" shall mean your absence from the full-time performance of your duties with the Company for six consecutive months by reason of your physical or mental illness.


(c) The Company may terminate your employment for Cause. For purposes of this Agreement, "Cause" shall mean (i) gross negligence or willful misconduct in the performance of duties to the Company where such gross negligence or willful misconduct has resulted or is likely to result in substantial and material damage to the Company or its subsidiaries; (ii) repeated unexplained or unjustified absence from the Company; (iii) a material and willful violation of any federal or state law; (iv) commission of any act of fraud with respect to the Company; or (v) conviction of a felony or a crime involving moral turpitude causing


Page 3


material harm to the standing and reputation of the Company, in each case as determined in good faith by the Board.


(d) You may terminate your employment with the Company for Good Reason. For purposes of this Agreement, "Good Reason" shall mean the occurrence, after a Change in Control, of any one or more of the following events without your prior written consent, unless the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) prior to the Date of Termination:


(i) any change in your position with the Company that materially reduces your duties or level of responsibility or that changes materially the level of management to which you report;


(ii) any reduction of your base compensation (other than in connection with a general decrease in base salaries for most similarly situated employees of the successor corporation); or


(iii) the relocation of the Company's offices at which you are principally employed immediately prior to the date of the Change in Control (your "Principal Location") such that your one-way daily commute from your principal residence to the Company's offices at which you are principally employed is increased by more than 35 miles.


Your continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason hereunder.


(e) Any purported termination of your employment by the Company or by you (other than termination due to your death, which shall terminate your employment automatically) shall be communicated by a written Notice of Termination to the other party hereto in accordance with Section 6. For purposes of this Agreement, "Notice of Termination" shall mean a notice that shall indicate the specific termination provision in this Agreement (if any) relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of your employment under the provision so indicated.


(f) For purposes of this Agreement, "Date of Termination" shall mean (i) if your employment is terminated due to your death, the date of your death; (ii) if your employment is terminated for Disability, 30 days after Notice of Termination is given (provided that you shall not have returned to the full time performance of your duties during such 30-day period); or (iii) if your employment is terminated for any reason other than death or Disability, the date specified in the Notice of Termination.


4. Compensation Upon Termination.


(a) If your employment with the Company is terminated by reason of your death or Disability, by the Company for Cause, or by you other than for Good Reason, the Company shall pay you your full base salary, when due, through the Date of Termination at the rate in effect at the time Notice of Termination is given, plus all other amounts to which you are entitled under any compensation plan or practice of the Company at the time such payments are due, and the Company shall have no further obligations to you under this Agreement.


Page 4


(b) If you incur a Payment Termination, then, in lieu of any severance benefits to which you may otherwise be entitled under any severance plan or program of the Company, you shall be entitled to the benefits provided below:


(i) the Company shall, at the time specified in Section 4(c), pay to you your full base salary, when due, through the Date of Termination at the rate in effect at the time Notice of Termination is given, plus all other amounts to which you are entitled under any compensation plan or practice of the Company at the time such payments are due;


(ii) you shall be entitled to receive, for a period of 12 months following the Date of Termination, at the times specified in Section 4(c), severance pay in an amount equal to the sum of


(A) the greater of (x) your base salary as in
effect immediately prior to delivery of the Notice of
Termination or (y) your base salary as in effect immediately
prior to the Change in Control, plus


(B) an annual cash bonu ...