Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Approval of Severance Benefits Agreement

On May 26, 2009, the Compensation Committee of the Board of Directors of Cerus Corporation (the "Company") approved and authorized the Company to enter into a form of Severance Benefit Agreement (the "Severance Agreement") with each of the Company's employees, including those of the Company's "named executive officers," as such term is defined by Regulation SK Item 402(a)(3), 17 C.F.R. §229.10, et. seq., not already entitled to severance benefits under their existing employment agreement. Currently, the Company's Senior Vice President and Chief Scientific Officer, Laurence M. Corash, and the Company's Senior Vice President, Business Development and Marketing, William M. Greenman, are the only named executive officers eligible to enter into and receive benefits under the Severance Agreement.

Under the terms of the Severance Agreement, in the event an individual's employment is terminated without cause on or within six (6) months of June 1, 2009, the employee will receive severance benefits equal to three (3) months of their final base salary and the Company will pay the COBRA premiums necessary to maintain employee's level of health insurance coverage in effect as of the termination date for up to three (3) months.

A copy of the above referenced Severance Agreement is filed hereto as Exhibit 10.43 and is incorporated herein by reference. The foregoing description is subject to, and qualified in its entirety by, the text of the Severance Agreement.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

10.43 Form of Severance Benefits Agreement.

1.

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