Common use of At the Election of the Company for Reasons Other than for Cause Clause in Contracts

At the Election of the Company for Reasons Other than for Cause. The Company may terminate the Employee's employment hereunder at any time during the term of this Agreement without cause by giving ninety (90) days' advance written notice to the Employee of an election to terminate. In the event the Company exercises its right to terminate the Employee under this Section 5.4, the Company agrees to pay the Employee (i) a lump sum severance or termination payment equal to the greater of (x) one year's Base Salary at the then current rate or (y) the Base Salary payable for the remaining term under this Agreement, (ii) medical and other health insurance benefits for the severance period set forth in (i) above; and (iii) the pro rata portion of any bonus to which the Employee is otherwise entitled (the "Severance Payments"). Such Severance Payments shall be payable on the Employee's last date of employment hereunder and shall be subject to all applicable federal and state withholding and other taxes. In addition, notwithstanding anything to the contrary contained in any stock option agreement between the Employee and the Company, if the Company exercises its right to terminate the Employee under this Section 5.4, then all stock options then held by the Employee shall automatically accelerate and become fully exercisable as of the date on which the Employee receives notice of termination. Such stock options shall remain fully exercisable until the close of business on the 60th day after the last day of the Employee's employment with the Company hereunder. The Company shall take any and all actions necessary to effect the provisions of this paragraph. It shall be deemed to be a termination "without cause" if the Employee's responsibilities and executive authority are reduced or diluted in any material respect without the Employee's consent (which reduction or dilution is not corrected by the Company within 30 days following written notification by Employee to the Company that Employee intends to terminate his employment for such reason) or the Employee is relocated to another Company office or facility more than 50 miles from Canton, Massachusetts without the Employee's consent. In the event that Employee would, except for the remainder of this Section, be subject to a tax pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended, (the "Code") or any successor provision that may be in effect, as a result of "parachute payments" (as that term is defined in Section 280G(b) (2) (A) and (d) (3) of the Code) made pursuant to this Agreement, or a deduction would not be allowed to the Company for all or any part of such payments by reason of Section 280G(a) of the Code, or any successor provision that may be in effect, such payments shall be reduced, eliminated, or postponed in such amounts as are required to reduce the aggregate "present value" (as that term is defined in Section 280G(d)(4) of the Code) of such payments to one dollar less than an amount equal to three times Employee's base amount," (as that term is defined in Section 280G(b)(3)(a) and (d)(1) and (2) of the Code) to the end that Employee is not subject to tax pursuant to such Section 4999 and no deduction is disallowed by reason of such Section 280G (a). To achieve such required reduction in aggregate present value, Employee in his sole discretion shall determine what item(s) constituting the parachute payments shall be reduced, eliminated or postponed, the amount of each such reduction, elimination or postponement, and the period of each such postponement. To enable Employee to make such determination, the Company shall be required to provide Employee with such information as is reasonably necessary for such determination. Prior to the making of any payment under this Section, either party may request a determination as to whether such payment would constitute a "parachute payment," and, if so, the amount by which the payment must be reduced in accordance herewith. If such a determination is requested, it shall be made promptly, at the Company's expense, by independent tax counsel selected by the Employee and approved by the Company (which approval shall not unreasonably be withheld), and such determination shall be conclusive and binding on the parties. The Company shall provide such information as such counsel may reasonably request, and such counsel may engage accountants or other experts at the Company's expense to the extent that they deem necessary or advisable to enable them to reach a determination.

At the Election of the Company for Reasons Other than for Cause. The Company may may, immediately and unilaterally, terminate the Employee's ’s employment hereunder under this Agreement at any time during the term of this Agreement without cause Cause by giving ninety ten (9010) days' ’ advance written notice to the Employee of an the Company’s election to terminate. During such ten-day period, the Employee will be available on a full-time basis for the benefit of the Company to, among other things, assist the Company in making the transition to a successor. The Company, at its option, may pay the Employee his prorated Base Salary rate for ten (10) days in lieu of such notice. In the event the Company exercises its right to terminate the Employee under this Section 5.46(D) and the Employee signs a comprehensive release of claims in the form, and of a scope, acceptable to the Company, the Company agrees to pay the Employee (i) a lump sum severance or termination payment equal to 12 months salary at the greater of (x) one year's Employee’s then current Base Salary at the then current rate or (y) the Base Salary payable for the remaining term under this Agreement, (ii) medical and other health insurance benefits for the severance period set forth in (i) above; and (iii) the pro rata portion of any bonus to which the Employee is otherwise entitled (the "Severance Payments")rate. Such Severance Payments salary continuation payments shall be payable on a bi-weekly/weekly basis, after the Employee's last date Effective Date of employment hereunder the comprehensive release agreement and shall be subject to all applicable federal federal, state and state withholding local withholding, payroll and other taxes. In additionExcept as expressly set forth in this Section 6(D), notwithstanding anything Employee acknowledges that the Company shall not have any further obligations to the contrary contained Employee in any stock option agreement between the Employee and the Company, if the Company exercises its right to terminate the Employee event of Employee’s termination under this Section 5.4, then all stock options then held by the Employee shall automatically accelerate and become fully exercisable as of the date on which the Employee receives notice of termination. Such stock options shall remain fully exercisable until the close of business on the 60th day after the last day of the Employee's employment with the Company hereunder. The Company shall take any and all actions necessary to effect the provisions of this paragraph. It shall be deemed to be a termination "without cause" if the Employee's responsibilities and executive authority are reduced or diluted in any material respect without the Employee's consent (which reduction or dilution is not corrected by the Company within 30 days following written notification by Employee to the Company that Employee intends to terminate his employment for such reason) or the Employee is relocated to another Company office or facility more than 50 miles from Canton, Massachusetts without the Employee's consent. In the event that Employee would6(D), except for the remainder of this Section, be subject to a tax pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended, for: (the "Code"i) or any successor provision that may be in effect, as a result of "parachute payments" (as that term is defined in Section 280G(b) (2) (A) and (d) (3) of the Code) made pursuant to this Agreement, or a deduction would not be allowed to the Company for all or any part of such payments by reason of Section 280G(a) of the Code, or any successor provision that may be in effect, such payments shall be reduced, eliminated, or postponed in such amounts as are required to reduce the aggregate "present value" (as that term is defined in Section 280G(d)(4) of the Code) of such payments to one dollar less than an amount equal to three times Employee's base amount," (as that term is defined in Section 280G(b)(3)(a) and (d)(1) and (2) of the Code) to the end that Employee is not subject to tax pursuant to such Section 4999 and no deduction is disallowed by reason of such Section 280G (a). To achieve such required reduction in aggregate present value, Employee in his sole discretion shall determine what item(s) constituting the parachute payments shall be reduced, eliminated or postponed, the amount of each such reduction, elimination or postponement, and the period of each such postponement. To enable Employee to make such determination, the Company shall be required to provide Employee with such information as is reasonably necessary for such determination. Prior to the making of any payment under this Section, either party may request a determination as to whether such payment would constitute a "parachute payment," and, if so, the amount by which the payment must be reduced in accordance herewith. If such a determination is requested, it shall be made promptly, at the Company's expense, by independent tax counsel selected by the Employee and approved by the Company (which approval shall not unreasonably be withheld), and such determination shall be conclusive and binding on the parties. The Company shall provide such information as such counsel may reasonably request, and such counsel may engage accountants or other experts at the Company's expense Base Salary to the extent that they deem necessary accrued but unpaid through the termination date; (ii) payment for accrued but unused vacation time up to the termination date; and (iii) statutory benefit continuation rights in accordance with COBRA (or advisable a state law equivalent), provided Employee makes the appropriate voluntary contribution payments and subject to enable them to reach a determinationapplicable law and the requirements of the Company’s health insurance plans then in effect.

At the Election of the Company for Reasons Other than for Cause. The Company may may, immediately and unilaterally, terminate the Employee's Executive’s employment hereunder at any time during the term of this Agreement without cause by giving ninety (90) days' advance written notice to the Employee of an election to terminatecause. In the event the Company exercises its right to terminate the Employee Executive under this Section 5.47(E) (and not pursuant to Section 7(F) below)), and subject to the Executive executing a comprehensive release agreement in a form and scope acceptable to the Company, the Company agrees to pay the Employee (i) Executive a lump sum severance or termination payment of (i) 24 months’ salary at the Executive’s then current base rate in 52 equal bi-weekly payments, (ii) two times the Executive’s then current Target Bonus, and (iii) if the Executive is eligible for, and chooses to elect health insurance continuation in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), (a) if the Executive does not commence employment with a new employer within 24 months of the Executive’s termination, the Company will pay the monthly premium payments of the Executive under COBRA for a period of 18 months (the aggregate of such premium payments are referred to in this Section 7(E) as the “Total COBRA Premium”), and at the end of such 24 month period will pay the Executive a lump sum payment equal to 1/3 of the greater Total COBRA Premium, (b) if the Executive commences employment with a new employer within 24 months but after 18 months following the Executive’s termination, the Company will pay the monthly premium payments of the Executive under COBRA for a period of 18 months, and when the Executive commences employment with a new employer will pay the Executive a lump sum payment equal to (x) one year's Base Salary at the then current rate or Total COBRA Premium multiplied by (y) the Base Salary payable for number of full calendar months since the remaining term Executive’s termination minus 18 divided by (z) 18, or (c) if the Executive commences employment with a new employer within 18 months of the Executive’s termination, the Company will pay the premium payments of the Executive under this Agreement, (ii) medical and other health insurance benefits for COBRA until the severance period set forth in (i) above; and (iii) the pro rata portion of any bonus to which the Employee is otherwise entitled (the "Severance Payments")Executive commences employment with a new employer. Such Severance Payments severance payments shall be payable on in conformity with the Employee's last date of employment hereunder Company’s customary practices for executive compensation as such practices may be modified from time to time and shall be subject to all applicable federal federal, state and state withholding local withholding, payroll and other taxes. In addition, notwithstanding anything to the contrary contained in any stock option agreement between the Employee and the Company, if the Company exercises its right to terminate the Employee under this Section 5.4, then all stock options then held by the Employee shall automatically accelerate and become fully exercisable Except as of the date on which the Employee receives notice of termination. Such stock options shall remain fully exercisable until the close of business on the 60th day after the last day of the Employee's employment with the Company hereunder. The Company shall take any and all actions necessary to effect the provisions of this paragraph. It shall be deemed to be a termination "without cause" if the Employee's responsibilities and executive authority are reduced or diluted in any material respect without the Employee's consent (which reduction or dilution is not corrected by the Company within 30 days following written notification by Employee to the Company that Employee intends to terminate his employment for such reason) or the Employee is relocated to another Company office or facility more than 50 miles from Canton, Massachusetts without the Employee's consent. In the event that Employee would, except for the remainder of this Section, be subject to a tax pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended, (the "Code") or any successor provision that may be in effect, as a result of "parachute payments" (as that term is defined expressly set forth in Section 280G(b) (2) (A) and (d) (3) of the Code) made pursuant to this Agreement7(E), or a deduction would not be allowed to the Company for all or any part of such payments by reason of Section 280G(a) of the Code, or any successor provision Executive acknowledges that may be in effect, such payments shall be reduced, eliminated, or postponed in such amounts as are required to reduce the aggregate "present value" (as that term is defined in Section 280G(d)(4) of the Code) of such payments to one dollar less than an amount equal to three times Employee's base amount," (as that term is defined in Section 280G(b)(3)(a) and (d)(1) and (2) of the Code) to the end that Employee is not subject to tax pursuant to such Section 4999 and no deduction is disallowed by reason of such Section 280G (a). To achieve such required reduction in aggregate present value, Employee in his sole discretion shall determine what item(s) constituting the parachute payments shall be reduced, eliminated or postponed, the amount of each such reduction, elimination or postponement, and the period of each such postponement. To enable Employee to make such determination, the Company shall be required to provide Employee with such information as is reasonably necessary for such determination. Prior not have any further obligations to the making Executive in the event of any payment Executive’s termination under this Section, either party may request a determination as to whether such payment would constitute a "parachute payment," and, if so, the amount by which the payment must be reduced in accordance herewith. If such a determination is requested, it shall be made promptly, at the Company's expense, by independent tax counsel selected by the Employee and approved by the Company (which approval shall not unreasonably be withheldSection 7(E), and except such determination shall further obligations as may be conclusive and binding on the parties. The Company shall provide such information as such counsel may reasonably request, and such counsel may engage accountants or other experts at the Company's expense to the extent that they deem necessary or advisable to enable them to reach a determinationimposed by law.

At the Election of the Company for Reasons Other than for Cause. The Company may may, immediately and unilaterally, terminate the Employee's ’s employment hereunder under this Agreement at any time during the term of this Agreement without cause Cause by giving ninety ten (9010) days' ’ advance written notice to the Employee of an the Company’s election to terminate. During such ten-day period, the Employee will be available on a full-time basis for the benefit of the Company to, among other things, assist the Company in making the transition to a successor. The Company, at its option, may pay the Employee his prorated Base Salary rate for ten (10) days in lieu of such notice. In the event the Company exercises its right to terminate the Employee under this Section 5.45(D) and the Employee signs a comprehensive release of claims in the form, and of a scope, acceptable to the Company, the Company agrees to pay the Employee (i) a lump sum severance or termination payment equal to 12 months salary at the greater of (x) one year's Employee’s then current Base Salary at the then current rate or (y) the Base Salary payable for the remaining term under this Agreement, (ii) medical and other health insurance benefits for the severance period set forth in (i) above; and (iii) the pro rata portion of any bonus to which the Employee is otherwise entitled (the "Severance Payments")rate. Such Severance Payments salary continuation payments shall be payable on a bi-weekly/weekly basis, after the Employee's last date Effective Date of employment hereunder the comprehensive release agreement and shall be subject to all applicable federal federal, state and state withholding local withholding, payroll and other taxes. In additionExcept as expressly set forth in this Section 5(D), notwithstanding anything Employee acknowledges that the Company shall not have any further obligations to the contrary contained Employee in any stock option agreement between the Employee and the Company, if the Company exercises its right to terminate the Employee event of Employee’s termination under this Section 5.4, then all stock options then held by the Employee shall automatically accelerate and become fully exercisable as of the date on which the Employee receives notice of termination. Such stock options shall remain fully exercisable until the close of business on the 60th day after the last day of the Employee's employment with the Company hereunder. The Company shall take any and all actions necessary to effect the provisions of this paragraph. It shall be deemed to be a termination "without cause" if the Employee's responsibilities and executive authority are reduced or diluted in any material respect without the Employee's consent (which reduction or dilution is not corrected by the Company within 30 days following written notification by Employee to the Company that Employee intends to terminate his employment for such reason) or the Employee is relocated to another Company office or facility more than 50 miles from Canton, Massachusetts without the Employee's consent. In the event that Employee would5(D), except for the remainder of this Section, be subject to a tax pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended, for: (the "Code"i) or any successor provision that may be in effect, as a result of "parachute payments" (as that term is defined in Section 280G(b) (2) (A) and (d) (3) of the Code) made pursuant to this Agreement, or a deduction would not be allowed to the Company for all or any part of such payments by reason of Section 280G(a) of the Code, or any successor provision that may be in effect, such payments shall be reduced, eliminated, or postponed in such amounts as are required to reduce the aggregate "present value" (as that term is defined in Section 280G(d)(4) of the Code) of such payments to one dollar less than an amount equal to three times Employee's base amount," (as that term is defined in Section 280G(b)(3)(a) and (d)(1) and (2) of the Code) to the end that Employee is not subject to tax pursuant to such Section 4999 and no deduction is disallowed by reason of such Section 280G (a). To achieve such required reduction in aggregate present value, Employee in his sole discretion shall determine what item(s) constituting the parachute payments shall be reduced, eliminated or postponed, the amount of each such reduction, elimination or postponement, and the period of each such postponement. To enable Employee to make such determination, the Company shall be required to provide Employee with such information as is reasonably necessary for such determination. Prior to the making of any payment under this Section, either party may request a determination as to whether such payment would constitute a "parachute payment," and, if so, the amount by which the payment must be reduced in accordance herewith. If such a determination is requested, it shall be made promptly, at the Company's expense, by independent tax counsel selected by the Employee and approved by the Company (which approval shall not unreasonably be withheld), and such determination shall be conclusive and binding on the parties. The Company shall provide such information as such counsel may reasonably request, and such counsel may engage accountants or other experts at the Company's expense Base Salary to the extent that they deem necessary accrued but unpaid through the termination date; (ii) payment for accrued but unused vacation time up to the termination date; and (iii) statutory benefit continuation rights in accordance with COBRA (or advisable a state law equivalent), provided Employee makes the appropriate voluntary contribution payments and subject to enable them to reach a determinationapplicable law and the requirements of the Company’s health insurance plans then in effect.