Common use of Termination of Employment by the Executive Clause in Contracts

Termination of Employment by the Executive. A. Notwithstanding the provisions of Section 2 of this Agreement, the Executive may terminate this Agreement at any time by giving the Board of Directors written notice of his intent to terminate, delivered at least sixty (60) days prior to the effective date of such termination. Upon expiration of the sixty (60) day notice period (or such earlier date as may be approved by the Board of Directors), the termination by the Executive shall become effective. B. The Executive shall be considered Constructively Discharged if he resigns from his employment as a result of experiencing a material reduction in duties or compensation or having been relocated to an office more than 50 miles from the Executive's then-current office (other than a relocation of the Executive's office prior to a Change of Control to a production plant or office location of the Company that exists as a production plant or office location of the Company as of the date of this Agreement), provided that the Company is given notice of such resignation within thirty (30) days of such material reduction or relocation. In the case of termination of the employment of the Executive pursuant to a Constructive Discharge other than within six (6) months of a Change of Control, for a period equal to the greater of one (1) year and the remainder of the Employment Period, the Company shall pay the Executive his base salary at the rate and in the manner required by Section 3 and in effect immediately prior to the date of termination and provide the Executive with the employee welfare benefits required by Section 5 and in effect immediately prior to the date of termination (at the same cost to the Executive as the cost of such benefits to an employee of the Company). Except as provided in this Subsection B. and in Sections 15 and 16 of this Agreement, following the Constructive Discharge of the Executive other than within six (6) months of a Change of Control, the Company and the Executive shall have no further obligations under this Agreement. C. Upon the effective date of a Termination of Employment by the Executive other than pursuant to a Constructive Discharge, the Company shall pay the Executive his base salary through the effective date of the employment termination, and the Executive shall immediately thereafter forfeit all rights and benefits (other than vested benefits), including but not limited to any right to compensation pursuant to Sections 3, 4 and 5 of this Agreement, he would otherwise have been entitled to receive under this Agreement. The Company and the Executive thereafter shall have no further obligations under this Agreement except as otherwise provided in Sections 15 and 16 of this Agreement. Upon any Termination of Employment by the Executive other than pursuant to a Constructive Discharge, the Company may elect, in its sole discretion, to continue the Executive's base salary at the rate and in the manner required by Section 3 and in effect immediately prior to the date of termination and provide the Executive with the employee welfare benefits required by Section 5 and in effect immediately prior to the date of termination (at the same cost to the Executive as the cost of such benefits to an employee of the Company) for a period of up to one (1) year after such Termination of Employment, provided that the Company shall notify the Executive of such period of salary continuation no later than five (5) days after his last day of employment with the Company.

Termination of Employment by the Executive. A. Notwithstanding (a) If during the provisions Employment Period there should occur any of Section 2 the following events (each of the following being an event giving the Executive the right to resign for "Good Reason”): (i) a change in the title and/or responsibilities of the Executive, such that the Executive is no longer functionally the CEO or President of the Company and no longer has such responsibilities and authorities as are customarily exercisable by the CEO or President of a corporation or (ii) a failure by the Company to provide the Executive with Basic Compensation, Incentive Compensation or Benefits, other than a failure that is not in bad faith and is remedied by the Company within 15 days after receipt of notice thereof given by the Executive, or (iii) a breach by the Company of a material term of this AgreementAgreement that is not remedied by the Company within 15 days of notice thereof by the Executive, the Executive may elect to terminate this Agreement at any time his employment by giving the Board of Directors written notice of his intent to terminate, delivered at least sixty (60) days prior to the Company (subject to Article IV). If the Executive exercises such election, the Employment Period shall terminate effective date upon the later to occur of (x) receipt of such termination. Upon notice by the Company and (y) expiration of the sixty 15-day period referred to in Section 3.03(a)(ii) or (60iii). (b) day notice period (or such earlier date as may be approved by the Board of Directors), the termination by If the Executive shall become effective. B. The Executive shall be considered Constructively Discharged if he resigns from exercises his employment as a result of experiencing a material reduction in duties or compensation or having been relocated election to an office more than 50 miles from the Executive's then-current office (other than a relocation of the Executive's office prior to a Change of Control to a production plant or office location of the Company that exists as a production plant or office location of the Company as of the date of this Agreement), provided that the Company is given notice of such resignation within thirty (30) days of such material reduction or relocation. In the case of termination of the employment of the Executive terminate pursuant to a Constructive Discharge other than within six (6) months of a Change of Control, for a period equal to the greater of one (1) year and the remainder of the Employment PeriodSection 3.03(a), the Company shall be obligated to pay the Executive his base salary at and the rate Executive shall be entitled to receive, in complete and in total satisfaction of the manner required by Section 3 and in effect immediately prior obligations of the Company hereunder, the greater of (i) payment to the Executive equal to Basic Compensation commencing on the date of termination and provide the Executive with the employee welfare benefits required by Section 5 and in effect immediately prior to ending three years from the date of termination hereof and (at the same cost ii) payment to the Executive as equal to one year of Basic Compensation. (c) If the cost of such benefits to an employee Executive terminates this Employment Agreement for any reason other than those contained in Section 3.03(a), the rights and obligations of the Company). Except as provided in this Subsection B. and in Sections 15 and 16 of this Agreement, following the Constructive Discharge of the Executive other than within six parties hereunder shall terminate immediately (6) months of a Change of Control, the Company and the Executive shall have no further obligations under this Agreement. C. Upon the effective date of a Termination of Employment by the Executive other than pursuant to a Constructive Discharge, the Company shall pay the Executive his base salary through the effective date of the employment termination, and the Executive shall immediately thereafter forfeit all rights and benefits (other than vested benefits), including but not limited to any right to compensation pursuant to Sections 3, 4 and 5 of this Agreement, he would otherwise have been entitled to receive under this Agreement. The Company and the Executive thereafter shall have no further obligations under this Agreement except as otherwise provided in Sections 15 Article IV) and 16 of this Agreement. Upon any Termination of the Employment by Period shall terminate immediately except that the Executive other than pursuant shall be entitled to a Constructive Dischargereceive, in complete and total satisfaction of the obligations of the Company may electhereunder, in its sole discretionhis Basic Compensation, to continue the Executive's base salary at the rate Incentive Compensation and in the manner required by Section 3 and in effect immediately prior to Benefits through the date of termination and provide the Executive with the employee welfare benefits required by Section 5 and in effect immediately prior to the date of termination (at the same cost to the Executive as the cost of such benefits to an employee of the Company) for a period of up to one (1) year after such Termination of Employment, provided that the Company shall notify the Executive of such period of salary continuation no later than five (5) days after his last day of employment with the Companytermination.

Termination of Employment by the Executive. A. Notwithstanding (a) If during the provisions Employment Period there should occur any of Section 2 the following events (each of the following being an event giving the Executive the right to resign for "Good Reason"): (i) a change in the title and/or responsibilities of the Executive, such that the Executive is no longer functionally the Vice-President for Finance and Chief Financial Officer of the Company and no longer has such responsibilities and authorities as are customarily exercisable by the Vice-President for Finance and Chief Financial Officer of a corporation or (ii) a failure by the Company to provide the Executive with Basic Compensation, Incentive Compensation or Benefits, other than a failure that is not in bad faith and is remedied by the Company within 15 days after receipt of notice thereof given by the Executive, or (iii) a breach by the Company of any of the material terms of this AgreementAgreement that is not remedied by the Company within 15 days of notice thereof by the Executive, the Executive may elect to terminate this Agreement at any time her employment by giving the Board of Directors written notice of his intent to terminate, delivered at least sixty (60) days prior to the Company (subject to Article IV). If the Executive exercises such election, the Employment Period shall terminate effective date upon the later to occur of (x) receipt of such termination. Upon notice by the Company and (y) expiration of the sixty 15-day period referred to in Section 3.03(a)(ii) or (60iii). (b) day notice period (or such earlier date as may be approved by the Board of Directors), the termination by If the Executive shall become effective. B. The Executive shall be considered Constructively Discharged if he resigns from his employment as a result of experiencing a material reduction in duties or compensation or having been relocated exercises her election to an office more than 50 miles from the Executive's then-current office (other than a relocation of the Executive's office prior to a Change of Control to a production plant or office location of the Company that exists as a production plant or office location of the Company as of the date of this Agreement), provided that the Company is given notice of such resignation within thirty (30) days of such material reduction or relocation. In the case of termination of the employment of the Executive terminate pursuant to a Constructive Discharge other than within six (6) months of a Change of Control, for a period equal to the greater of one (1) year and the remainder of the Employment PeriodSection 3.03(a), the Company shall be obligated to pay the Executive his base salary at the rate and in the manner required by Section 3 and in effect immediately prior to the date of termination and provide the Executive with the employee welfare benefits required by Section 5 and in effect immediately prior to the date of termination (at the same cost to the Executive as the cost of such benefits to an employee of the Company). Except as provided in this Subsection B. and in Sections 15 and 16 of this Agreement, following the Constructive Discharge of the Executive other than within six (6) months of a Change of Control, the Company and the Executive shall have no further be entitled to receive, in complete and total satisfaction of the obligations under this Agreementof the Company hereunder, an amount equal to Basic Compensation for the period commencing on the date of such termination and ending on the date that is three years after commencement of employment hereunder. C. Upon the effective date of a Termination of Employment by (c) If the Executive terminates this Employment Agreement for any reason other than pursuant to a Constructive Dischargethose contained in Section 3.02 and Section 3.03(a), the Company shall pay the Executive his base salary through the effective date rights and obligations of the employment termination, and the Executive parties hereunder shall terminate immediately thereafter forfeit all rights and benefits (other than vested benefits), including but not limited to any right to compensation pursuant to Sections 3, 4 and 5 of this Agreement, he would otherwise have been entitled to receive under this Agreement. The Company and the Executive thereafter shall have no further obligations under this Agreement except as otherwise provided in Sections 15 Article IV) and 16 of this Agreement. Upon any Termination of the Employment by Period shall terminate immediately except that the Executive other than pursuant shall be entitled to a Constructive Dischargereceive, in complete and total satisfaction of the obligations of the Company may electhereunder, in its sole discretion, to continue the Executive's base salary at the rate Basic Compensation, Incentive Compensation and in the manner required by Section 3 and in effect immediately prior to Benefits through the date of termination and provide the Executive with the employee welfare benefits required by Section 5 and in effect immediately prior to the date of termination (at the same cost to the Executive as the cost of such benefits to an employee of the Company) for a period of up to one (1) year after such Termination of Employment, provided that the Company shall notify the Executive of such period of salary continuation no later than five (5) days after his last day of employment with the Companytermination.

Termination of Employment by the Executive. A. Notwithstanding (a) If during the provisions Employment Period there should occur any of Section 2 the following events (each of the following being an event giving the Executive the right to resign for "Good Reason”): (i) a change in the title and/or responsibilities of the Executive, such that the Executive is no longer functionally the Senior Vice President of Strategic Marketing and Commercialization and no longer has such responsibilities and authorities as are customarily exercisable by the Senior Vice President of Strategic Marketing and Commercialization of a corporation or (ii) a failure by the Company to provide the Executive with Basic Compensation, Incentive Compensation or Benefits, other than a failure that is not in bad faith and is remedied by the Company within 15 days after receipt of notice thereof given by the Executive, or (iii) a breach by the Company of a material term of this AgreementAgreement that is not remedied by the Company within 15 days of notice thereof by the Executive, the Executive may elect to terminate this Agreement at any time his employment by giving the Board of Directors written notice of his intent to terminate, delivered at least sixty (60) days prior to the Company (subject to Article IV). If the Executive exercises such election, the Employment Period shall terminate effective date upon the later to occur of (x) receipt of such termination. Upon notice by the Company and (y) expiration of the sixty 15-day period referred to in Section 3.03(a)(ii) or (60iii). (b) day notice period (or such earlier date as may be approved by the Board of Directors), the termination by If the Executive shall become effective. B. The Executive shall be considered Constructively Discharged if he resigns from exercises his employment as a result of experiencing a material reduction in duties or compensation or having been relocated election to an office more than 50 miles from the Executive's then-current office (other than a relocation of the Executive's office prior to a Change of Control to a production plant or office location of the Company that exists as a production plant or office location of the Company as of the date of this Agreement), provided that the Company is given notice of such resignation within thirty (30) days of such material reduction or relocation. In the case of termination of the employment of the Executive terminate pursuant to a Constructive Discharge other than within six (6) months of a Change of Control, for a period equal to the greater of one (1) year and the remainder of the Employment PeriodSection 3.03(a), the Company shall be obligated to pay the Executive his base salary at the rate and in the manner required by Section 3 and in effect immediately prior to the date of termination and provide the Executive with the employee welfare benefits required by Section 5 and in effect immediately prior to the date of termination (at the same cost to the Executive as the cost of such benefits to an employee of the Company). Except as provided in this Subsection B. and in Sections 15 and 16 of this Agreement, following the Constructive Discharge of the Executive other than within six (6) months of a Change of Control, the Company and the Executive shall have no further be entitled to receive, in complete and total satisfaction of the obligations under this Agreementof the Company hereunder, an amount equal to Basic Compensation for the period commencing on the date of such termination and ending three years after commencement of employment. C. Upon the effective date of a Termination of Employment by (c) If the Executive terminates this Employment Agreement for any reason other than those contained in Section 3.03(a), or this Agreement terminates pursuant to a Constructive DischargeSection 3.02, the Company shall pay the Executive his base salary through the effective date rights and obligations of the employment termination, and the Executive parties hereunder shall terminate immediately thereafter forfeit all rights and benefits (other than vested benefits), including but not limited to any right to compensation pursuant to Sections 3, 4 and 5 of this Agreement, he would otherwise have been entitled to receive under this Agreement. The Company and the Executive thereafter shall have no further obligations under this Agreement except as otherwise provided in Sections 15 Article IV) and 16 of this Agreement. Upon any Termination of the Employment by Period shall terminate immediately except that the Executive other than pursuant shall be entitled to a Constructive Dischargereceive, in complete and total satisfaction of the obligations of the Company may electhereunder, in its sole discretionhis Basic Compensation, to continue the Executive's base salary at the rate Incentive Compensation and in the manner required by Section 3 and in effect immediately prior to Benefits through the date of termination and provide the Executive with the employee welfare benefits required by Section 5 and in effect immediately prior to the date of termination (at the same cost to the Executive as the cost of such benefits to an employee of the Company) for a period of up to one (1) year after such Termination of Employment, provided that the Company shall notify the Executive of such period of salary continuation no later than five (5) days after his last day of employment with the Companytermination.

Termination of Employment by the Executive. A. Notwithstanding (a) If during the provisions Employment Period there should occur any of Section 2 the following events (each of the following being an event giving the Executive the right to resign for "Good Reason"): (i) a change in the title and/or responsibilities of the Executive, such that the Executive is no longer functionally the Vice President and General Counsel of the Company and no longer has such responsibilities and authorities as are customarily exercisable by the Vice President and General Counsel of a corporation or (ii) a failure by the Company to provide the Executive with Basic Compensation, Incentive Compensation or Benefits, other than a failure that is not in bad faith and is remedied by the Company within 15 days after receipt of notice thereof given by the Executive, or (iii) a breach by the Company of any of the material terms of this AgreementAgreement that is not remedied by the Company within 15 days of notice thereof by the Executive, the Executive may elect to terminate this Agreement at any time his employment by giving the Board of Directors written notice of his intent to terminate, delivered at least sixty (60) days prior to the Company (subject to Article IV). If the Executive exercises such election, the Employment Period shall terminate effective date upon the later to occur of (x) receipt of such termination. Upon notice by the Company and (y) expiration of the sixty 15-day period referred to in Section 3.03(a)(ii) or (60iii). (b) day notice period (or such earlier date as may be approved by the Board of Directors), the termination by If the Executive shall become effective. B. The Executive shall be considered Constructively Discharged if he resigns from exercises his employment as a result of experiencing a material reduction in duties or compensation or having been relocated election to an office more than 50 miles from the Executive's then-current office (other than a relocation of the Executive's office prior to a Change of Control to a production plant or office location of the Company that exists as a production plant or office location of the Company as of the date of this Agreement), provided that the Company is given notice of such resignation within thirty (30) days of such material reduction or relocation. In the case of termination of the employment of the Executive terminate pursuant to a Constructive Discharge other than within six (6) months of a Change of Control, for a period equal to the greater of one (1) year and the remainder of the Employment PeriodSection 3.03(a), the Company shall be obligated to pay the Executive his base salary at the rate and in the manner required by Section 3 and in effect immediately prior to the date of termination and provide the Executive with the employee welfare benefits required by Section 5 and in effect immediately prior to the date of termination (at the same cost to the Executive as the cost of such benefits to an employee of the Company). Except as provided in this Subsection B. and in Sections 15 and 16 of this Agreement, following the Constructive Discharge of the Executive other than within six (6) months of a Change of Control, the Company and the Executive shall have no further be entitled to receive, in complete and total satisfaction of the obligations under this Agreementof the Company hereunder, an amount equal to Basic Compensation for the period commencing on the date of such termination and ending on the date that is three years after commencement of employment hereunder. C. Upon the effective date of a Termination of Employment by (c) If the Executive terminates this Employment Agreement for any reason other than pursuant to a Constructive Dischargethose contained in Section 3.02 and Section 3.03(a), the Company shall pay the Executive his base salary through the effective date rights and obligations of the employment termination, and the Executive parties hereunder shall terminate immediately thereafter forfeit all rights and benefits (other than vested benefits), including but not limited to any right to compensation pursuant to Sections 3, 4 and 5 of this Agreement, he would otherwise have been entitled to receive under this Agreement. The Company and the Executive thereafter shall have no further obligations under this Agreement except as otherwise provided in Sections 15 Article IV) and 16 of this Agreement. Upon any Termination of the Employment by Period shall terminate immediately except that the Executive other than pursuant shall be entitled to a Constructive Dischargereceive, in complete and total satisfaction of the obligations of the Company may electhereunder, in its sole discretion, to continue the Executive's base salary at the rate Basic Compensation, Incentive Compensation and in the manner required by Section 3 and in effect immediately prior to Benefits through the date of termination and provide the Executive with the employee welfare benefits required by Section 5 and in effect immediately prior to the date of termination (at the same cost to the Executive as the cost of such benefits to an employee of the Company) for a period of up to one (1) year after such Termination of Employment, provided that the Company shall notify the Executive of such period of salary continuation no later than five (5) days after his last day of employment with the Companytermination.

Termination of Employment by the Executive. A. Notwithstanding (a) If during the provisions Employment Period there should occur any of Section 2 the following events (each of this Agreement, the following being an event giving the Executive may terminate this Agreement at any time by giving the Board of Directors written notice of his intent right to terminate, delivered at least sixty resign for "Good Reason"): (60i) days prior to a change in the effective date of such termination. Upon expiration of the sixty (60) day notice period (or such earlier date as may be approved by the Board of Directors), the termination by the Executive shall become effective. B. The Executive shall be considered Constructively Discharged if he resigns from his employment as a result of experiencing a material reduction in duties or compensation or having been relocated to an office more than 50 miles from the Executive's then-current office (other than a relocation title and/or responsibilities of the Executive's office prior to , such that the Executive is no longer a Change of Control to a production plant or office location Vice President of the Company that exists as or (ii) a production plant or office location of failure by the Company as of the date of this Agreement), provided that the Company is given notice of such resignation within thirty (30) days of such material reduction or relocation. In the case of termination of the employment of the Executive pursuant to a Constructive Discharge other than within six (6) months of a Change of Control, for a period equal to the greater of one (1) year and the remainder of the Employment Period, the Company shall pay the Executive his base salary at the rate and in the manner required by Section 3 and in effect immediately prior to the date of termination and provide the Executive with the employee welfare benefits required Basic Compensation, Incentive Compensation or Benefits, other than a failure that is not in bad faith and is remedied by Section 5 and in effect immediately prior the Company within 30 days after receipt of notice thereof given by the Executive, or (iii) a breach by the Company of any of the material terms of this Agreement that is not remedied by the Company within 30 days of notice thereof by the Executive, the Executive may elect to terminate his employment by notice to the date of termination Company (at the same cost subject to Article IV). If the Executive as exercises such election, the cost Employment Period shall terminate effective upon the later to occur of: (x) the receipt of such benefits to an employee notice by the Company and (y) the expiration of the Company30-day period referred to in Section 3.03(a)(ii) or (iii). Except as provided in this Subsection B. . (b) If the Executive exercises his election to terminate the rights and in Sections 15 and 16 of this Agreement, following the Constructive Discharge obligations of the Executive other than within six (6) months of a Change of Controlparties pursuant to Section 3.03(a), the Company shall be obligated to pay the Executive and the Executive shall have no further be entitled to receive in complete and total satisfaction of the obligations under this Agreement. C. Upon of the effective Company hereunder, an amount equal to his Basic Compensation, Incentive Compensation and Benefits for the period commencing on the date of a Termination such termination and ending on the later of (i) the date that is one year after the date of such termination and (ii) the date that is 18 months after the date of this Employment by Agreement. The Basic Compensation shall be paid in full on the Executive other than date of termination. The Incentive Compensation and Benefits shall be paid at the intervals set forth in Article II. In addition, if this agreement is terminated pursuant to a Constructive Dischargethis paragraph, the Company shall pay the Executive his base salary through the effective date of the employment termination, and the Executive shall immediately thereafter forfeit have the right to exercise all stock options issued to him pursuant to the Stock Option Plan, including those options for which the period during which such options may be exercised has not yet commenced. (c) If the Executive terminates this Employment Agreement for any reason other than those contained in Section 3.02 and Section 3.03(a), the rights and benefits obligations of the parties hereunder shall terminate immediately (other than vested benefits), including but not limited to any right to compensation pursuant to Sections 3, 4 and 5 of this Agreement, he would otherwise have been entitled to receive under this Agreement. The Company and the Executive thereafter shall have no further obligations under this Agreement except as otherwise provided in Sections 15 Article IV) and 16 of this Agreement. Upon any Termination of the Employment by Period shall terminate immediately except that the Executive other than pursuant shall be entitled to a Constructive Dischargereceive, in complete and total satisfaction of the obligations of the Company may electhereunder, in its sole discretionhis Basic Compensation, to continue the Executive's base salary at the rate Incentive Compensation and in the manner required by Section 3 and in effect immediately prior to Benefits through the date of termination and provide the Executive with the employee welfare benefits required by Section 5 and in effect immediately prior to the date of termination (at the same cost to the Executive as the cost of such benefits to an employee of the Company) for a period of up to one (1) year after such Termination of Employment, provided that the Company shall notify the Executive of such period of salary continuation no later than five (5) days after his last day of employment with the Companytermination.

Termination of Employment by the Executive. A. Notwithstanding (a) In the provisions event that during this Agreement there should occur any of Section 2 the following events (each of this Agreementthe following being an event giving the Executive the right to resign for “Good Reason”): (i) a change in the title and/or responsibilities of the Executive, such that the Executive is no longer the Chief Executive Officer of the Company and no longer has such responsibilities and authorities as are customarily exercisable by the Chief Executive Officer of a US biotech corporation, (ii) a failure of the Company to provide the Executive with the Executive's Salary or Benefits or (iii) relocation of the Executive’s primary office to a location; or the requirement of the Executive to perform a majority of his duties at any location to which the commute time exceeds one hour and fifteen minutes; the Executive may elect to terminate this Agreement at any time by giving the Board of Directors written notice of his intent to terminate, delivered at least sixty (60) days prior to the Company. In the event the Executive exercises such election, this Agreement shall terminate effective date upon the receipt of such termination. Upon expiration notice by the Company. (b) If the Executive exercises his election to terminate this Agreement pursuant to Section 3.3(a)(i) or 3.3(a)(ii), the Company shall be obligated to pay the Executive and the Executive shall be entitled to receive the Executive's Salary and Benefits for a period of twelve (12) months after the sixty (60) day notice period (or such earlier termination date, which date as may shall be approved determined by the majority vote of the Board of Directors. In addition, the monthly vesting of the options shall continue for additional twelve (12) months from such termination date. If the Executive exercises his election to terminate this Agreement pursuant to Section 3.3(a)(iii), the termination by Company shall be obligated to pay the Executive and the Executive shall become effective. B. The Executive shall be considered Constructively Discharged if he resigns from his employment as a result of experiencing a material reduction in duties or compensation or having been relocated entitled to an office more than 50 miles from receive the Executive's then-current office (other than Salary and Benefits for a relocation period of the Executive's office prior to a Change of Control to a production plant or office location of the Company that exists as a production plant or office location of the Company as of the date of this Agreement), provided that the Company is given notice of such resignation within thirty (30) days of such material reduction or relocation. In the case of termination of the employment of the Executive pursuant to a Constructive Discharge other than within six (6) months of a Change of Controlafter the termination date, for a period equal to which date shall be determined by the greater of one (1) year and the remainder majority vote of the Employment PeriodBoard of Directors and in addition, the Company monthly vesting of the options shall pay continue for additional six (6)months from such termination date. The Executive's Salary and Benefits shall be paid in equal monthly installments during such twelve-month period (c) If the Executive his base salary at terminates this Employment Agreement for any reason other than those contained in Section 3.2 and Section 3.3(a) this Agreement shall terminate immediately except that the rate Executive shall be entitled to receive the accrued and in the manner required by Section 3 unpaid Executive's Salary and in effect immediately prior to Benefits through the date of termination and provide the Executive with the employee welfare benefits required by Section 5 and in effect immediately prior to the date of termination (at the same cost to the Executive as the cost of such benefits to an employee of the Company). Except as provided in this Subsection B. and in Sections 15 and 16 of this Agreement, following the Constructive Discharge of the Executive other than within six (6) months of a Change of Control, the Company and the Executive shall have no further obligations under this Agreementtermination. C. Upon the effective date of a Termination of Employment by the Executive other than pursuant to a Constructive Discharge, the Company shall pay the Executive his base salary through the effective date of the employment termination, and the Executive shall immediately thereafter forfeit all rights and benefits (other than vested benefits), including but not limited to any right to compensation pursuant to Sections 3, 4 and 5 of this Agreement, he would otherwise have been entitled to receive under this Agreement. The Company and the Executive thereafter shall have no further obligations under this Agreement except as otherwise provided in Sections 15 and 16 of this Agreement. Upon any Termination of Employment by the Executive other than pursuant to a Constructive Discharge, the Company may elect, in its sole discretion, to continue the Executive's base salary at the rate and in the manner required by Section 3 and in effect immediately prior to the date of termination and provide the Executive with the employee welfare benefits required by Section 5 and in effect immediately prior to the date of termination (at the same cost to the Executive as the cost of such benefits to an employee of the Company) for a period of up to one (1) year after such Termination of Employment, provided that the Company shall notify the Executive of such period of salary continuation no later than five (5) days after his last day of employment with the Company.

Termination of Employment by the Executive. A. Notwithstanding (a) If during the provisions Employment Period there should occur any of Section 2 the following events (each of the following being an event giving the Executive the right to resign for “Good Reason”): (i) a change in the title and/or responsibilities of the Executive, such that the Executive is no longer functionally the Executive Vice President and Chief Scientific Officer of the Company and no longer has such responsibilities and authorities as are customarily exercisable by the Executive Vice President and Chief Scientific Officer of a corporation, (ii) a failure by the Company to provide the Executive with Basic Compensation, Incentive Compensation (if applicable) or Benefits, other than a failure that is not in bad faith and is remedied by the Company within 15 days after receipt of notice thereof given by the Executive, or (iii) a breach by the Company of a material term of this AgreementAgreement that is not remedied by the Company within 15 days of notice thereof by the Executive, the Executive may elect to terminate this Agreement at any time her employment by giving the Board of Directors written notice of his intent to terminate, delivered at least sixty (60) days prior to the Company (subject to Article IV hereof). If the Executive exercises such election, the Employment Period shall terminate effective date upon the later to occur of (x) receipt of such termination. Upon notice by the Company and (y) expiration of the sixty 15-day period referred to in Section 3.03(a)(ii) or (60iii). (b) day notice period (or such earlier date as may be approved by If the Board of DirectorsExecutive exercises his election to terminate pursuant to Section 3.03(a), the termination by Company shall be obligated to pay the Executive and the Executive shall become effective. B. The Executive shall be considered Constructively Discharged if he resigns from his employment as a result of experiencing a material reduction entitled to receive, in duties or compensation or having been relocated to an office more than 50 miles from the Executive's then-current office (other than a relocation complete and total satisfaction of the Executive's office prior to a Change of Control to a production plant or office location obligations of the Company that exists as a production plant or office location of the Company as of the date of this Agreement)hereunder, provided that the Company is given notice of such resignation within thirty (30) days of such material reduction or relocation. In the case of termination of the employment of the Executive pursuant to a Constructive Discharge other than within six (6) months of a Change of Control, for a period an amount equal to the greater of one (1i) year and Basic Compensation for the remainder of the Employment Period, the Company shall pay the Executive his base salary at the rate and in the manner required by Section 3 and in effect immediately prior to period commencing on the date of such termination and provide ending June 30, 2008, and (ii) Basic Compensation for the Executive with the employee welfare benefits required by Section 5 and in effect immediately prior to period commencing on the date of such termination and ending on the date that is twelve (12) months thereafter. Basic Compensation shall be paid at the same cost to intervals set forth in Article II. (c) If the Executive as terminates this Employment Agreement for any reason other than those contained in Sections 3.03(a) or 3.04, the cost of such benefits to an employee rights and obligations of the Company). Except as provided in this Subsection B. and in Sections 15 and 16 of this Agreement, following the Constructive Discharge of the Executive other than within six parties hereunder shall terminate immediately (6) months of a Change of Control, the Company and the Executive shall have no further obligations under this Agreement. C. Upon the effective date of a Termination of Employment by the Executive other than pursuant to a Constructive Discharge, the Company shall pay the Executive his base salary through the effective date of the employment termination, and the Executive shall immediately thereafter forfeit all rights and benefits (other than vested benefits), including but not limited to any right to compensation pursuant to Sections 3, 4 and 5 of this Agreement, he would otherwise have been entitled to receive under this Agreement. The Company and the Executive thereafter shall have no further obligations under this Agreement except as otherwise provided in Sections 15 Article IV) and 16 of this Agreement. Upon any Termination of the Employment by Period shall terminate immediately except that the Executive other than pursuant shall be entitled to a Constructive Dischargereceive, in complete and total satisfaction of the obligations of the Company may electhereunder, in its sole discretionhis Basic Compensation, to continue the Executive's base salary at the rate Incentive Compensation and in the manner required by Section 3 and in effect immediately prior to Benefits through the date of termination and provide the Executive with the employee welfare benefits required by Section 5 and in effect immediately prior to the date of termination (at the same cost to the Executive as the cost of such benefits to an employee of the Company) for a period of up to one (1) year after such Termination of Employment, provided that the Company shall notify the Executive of such period of salary continuation no later than five (5) days after his last day of employment with the Companytermination.

Termination of Employment by the Executive. A. Notwithstanding (a) In the provisions event that during the Employment Period there should occur any of Section 2 the following events (each of this Agreement, the following being an event giving the Executive may terminate this Agreement at any time by giving the Board of Directors written notice of his intent right to terminate, delivered at least sixty resign for "Good Reason"): (60i) days prior to a change in the effective date of such termination. Upon expiration title and/or responsibilities of the sixty (60) day notice period (or Executive, such earlier date that the Executive is no longer the Chief Executive Officer of the Company and no longer has such responsibilities and authorities as may be approved are customarily exercisable by the Board Chief Executive Officer of Directors)a corporation, (ii) a failure of the termination by Company to provide the Executive shall become effective. B. The Executive shall be considered Constructively Discharged if he resigns from his employment as a result of experiencing a material reduction in duties with Basic Compensation or compensation Benefits or having been relocated to an office more than 50 miles from the Executive's then-current office (other than a iii) relocation of the Executive's primary office prior to or requirement to perform a Change majority of Control his duties at any location exceeding 100 miles from New York, New York; the Executive may elect to a production plant or office location terminate the rights and obligations of the Company that exists parties hereunder by written notice to the Company, except as a production plant or office location of the Company as of the date of this Agreement), otherwise provided that the Company is given notice of such resignation within thirty (30) days of such material reduction or relocationin Article 4. In the case event the Executive exercises such election, the Employment Period shall terminate effective upon the receipt of termination such notice by the Company. (b) If the Executive exercises his election to terminate the rights and obligations of the employment of the Executive parties pursuant to a Constructive Discharge other than within six (6) months of a Change of Control, for a period equal to the greater of one (1) year and the remainder of the Employment PeriodSection 3.3(a), the Company shall be obligated to pay the Executive his base salary at and the rate Executive shall be entitled to receive (i) the Executive's Basic Compensation and in Benefits for the manner required by Section 3 and in effect immediately prior to period commencing on the date of termination and provide ending on the date that is three years thereafter; (ii) all accrued and unpaid Incentive Compensation through the date of termination, plus all Incentive Compensation that would have been payable to the Executive with for the employee welfare benefits required by Section 5 and in effect immediately prior to period commencing on the date of termination and ending three years thereafter; and (at iii) the same cost vesting of the Executive Options shall continue for the three years period commencing on the termination date. The Basic Compensation and Benefits due to the Executive as pursuant to this Section shall be paid to the cost Executive in equal monthly installments during the period commencing on the date of such benefits to an employee termination and ending three years thereafter. (c) If the Executive terminates this Agreement for any reason other than those contained in Section 3.2 and Section 3.3(a) the rights and obligations of the Company). Except as provided in this Subsection B. and in Sections 15 and 16 of this Agreement, following the Constructive Discharge of the Executive other than within six parties hereunder shall terminate immediately (6) months of a Change of Control, the Company and the Executive shall have no further obligations under this Agreement. C. Upon the effective date of a Termination of Employment by the Executive other than pursuant to a Constructive Discharge, the Company shall pay the Executive his base salary through the effective date of the employment termination, and the Executive shall immediately thereafter forfeit all rights and benefits (other than vested benefits), including but not limited to any right to compensation pursuant to Sections 3, 4 and 5 of this Agreement, he would otherwise have been entitled to receive under this Agreement. The Company and the Executive thereafter shall have no further obligations under this Agreement except as otherwise provided in Sections 15 Article 4) and 16 of this Agreement. Upon any Termination of the Employment by Period shall terminate immediately except that the Executive other than pursuant shall be entitled to a Constructive Dischargereceive the accrued and unpaid Basic Compensation, the Company may elect, in its sole discretion, to continue the Executive's base salary at the rate Incentive Compensation and in the manner required by Section 3 and in effect immediately prior to Benefits through the date of such termination and provide the Executive with the employee welfare benefits required by Section 5 and in effect immediately prior to the date of termination (at the same cost to the Executive as the cost of such benefits to an employee of the Company) for a period of up to one (1) year after such Termination of Employment, provided that the Company shall notify the Executive of such period of salary continuation no later than five (5) days after his last day of employment with the Companythirty six months thereafter.

Termination of Employment by the Executive. A. Notwithstanding (a) If during the provisions Employment Period there should occur any of Section 2 the following events (each of the following being an event giving the Executive the right to resign for "Good Reason"): (i) a change in the title and/or responsibilities of the Executive, such that the Executive is no longer functionally the Senior Vice-President for Research and Chief Scientific Officer of the Company and no longer has such responsibilities and authorities as are customarily exercisable by the Senior Vice president for Research and Chief Scientific Officer of a corporation or (ii) a failure by the Company to provide the Executive with Basic Compensation, Incentive Compensation or Benefits, other than a failure that is not in bad faith and is remedied by the Company within 15 days after receipt of notice thereof given by the Executive, or (iii) a breach by the Company of a material term of this AgreementAgreement that is not remedied by the Company within 15 days of notice thereof by the Executive, the Executive may elect to terminate this Agreement at any time his employment by giving the Board of Directors written notice of his intent to terminate, delivered at least sixty (60) days prior to the Company (subject to Article IV). If the Executive exercises such election, the Employment Period shall terminate effective date upon the later to occur of (x) receipt of such termination. Upon notice by the Company and (y) expiration of the sixty 15-day period referred to in Section 3.03(a)(ii) or (60iii). (b) day notice period (or such earlier date as may be approved by the Board of Directors), the termination by If the Executive shall become effective. B. The Executive shall be considered Constructively Discharged if he resigns from exercises his employment as a result of experiencing a material reduction in duties or compensation or having been relocated election to an office more than 50 miles from the Executive's then-current office (other than a relocation of the Executive's office prior to a Change of Control to a production plant or office location of the Company that exists as a production plant or office location of the Company as of the date of this Agreement), provided that the Company is given notice of such resignation within thirty (30) days of such material reduction or relocation. In the case of termination of the employment of the Executive terminate pursuant to a Constructive Discharge other than within six (6) months of a Change of Control, for a period equal to the greater of one (1) year and the remainder of the Employment PeriodSection 3.03(a), the Company shall be obligated to pay the Executive his base salary at the rate and in the manner required by Section 3 and in effect immediately prior to the date of termination and provide the Executive with the employee welfare benefits required by Section 5 and in effect immediately prior to the date of termination (at the same cost to the Executive as the cost of such benefits to an employee of the Company). Except as provided in this Subsection B. and in Sections 15 and 16 of this Agreement, following the Constructive Discharge of the Executive other than within six (6) months of a Change of Control, the Company and the Executive shall have no further be entitled to receive, in complete and total satisfaction of the obligations under this Agreementof the Company hereunder, an amount equal to Basic Compensation for the period commencing on the date of such termination and ending on the date that is three years after the date hereof. C. Upon the effective date of a Termination of Employment by (c) If the Executive terminates this Employment Agreement for any reason other than those contained in Section 3.03(a), or this Agreement terminates pursuant to a Constructive DischargeSection 3.02, the Company shall pay the Executive his base salary through the effective date rights and obligations of the employment termination, and the Executive parties hereunder shall terminate immediately thereafter forfeit all rights and benefits (other than vested benefits), including but not limited to any right to compensation pursuant to Sections 3, 4 and 5 of this Agreement, he would otherwise have been entitled to receive under this Agreement. The Company and the Executive thereafter shall have no further obligations under this Agreement except as otherwise provided in Sections 15 Article IV) and 16 of this Agreement. Upon any Termination of the Employment by Period shall terminate immediately except that the Executive other than pursuant shall be entitled to a Constructive Dischargereceive, in complete and total satisfaction of the obligations of the Company may electhereunder, in its sole discretionhis Basic Compensation, to continue the Executive's base salary at the rate Incentive Compensation and in the manner required by Section 3 and in effect immediately prior to Benefits through the date of termination and provide the Executive with the employee welfare benefits required by Section 5 and in effect immediately prior to the date of termination (at the same cost to the Executive as the cost of such benefits to an employee of the Company) for a period of up to one (1) year after such Termination of Employment, provided that the Company shall notify the Executive of such period of salary continuation no later than five (5) days after his last day of employment with the Companytermination.

Termination of Employment by the Executive. A. Notwithstanding the provisions of Section 2 of this Agreement, the Executive may terminate this Agreement his employment at any time by giving the Board of Directors written notice of his intent to terminate, delivered at least sixty (60) days prior to the effective date of such termination. Upon expiration of the sixty (60) day notice period (or such earlier date as may be approved by the Board of Directors), the termination by the Executive shall become effective. B. . The Executive shall be considered Constructively Discharged if he resigns from his employment as a result of experiencing a material reduction in duties or compensation or having been relocated to an office more than 50 miles from the Executive's then-current office (other than a relocation of the Executive's office prior to a Change of Control to a production plant or office location of the Company that exists as a production plant or office location of the Company as of the date of this Agreement), provided that the Company is given notice of such resignation within thirty (30) days of such material reduction or relocation. In the case of termination of the employment of the Executive pursuant to a Constructive Discharge other than within six (6) months of a Change of Control, for a period equal to the greater of one (1) year and the remainder of the Employment Period, the Company shall pay the Executive his base salary at the rate and in the manner required by Section 3 and in effect immediately prior to the date of termination and provide the Executive with the employee welfare benefits required by Section 5 and in effect immediately prior to the date of termination (at the same cost to the Executive as the cost of such benefits to an employee of the Company). Except as provided in this Subsection B. and in Sections 15 and 16 of this Agreement, following the Constructive Discharge of the Executive other than within six (6) months of a Change of Control, the Company and the Executive shall have no further obligations under this Agreement. C. Upon the effective date of a Termination of Employment by the Executive other than pursuant to a Constructive Discharge, the Company shall pay the Executive his base salary through the effective date of the employment termination, and the Executive shall immediately thereafter forfeit all rights and benefits (other than vested benefits, including vested stock options and earned but unpaid incentive compensation (prorated for any partial year and paid within ninety (90) days after the end of the current fiscal year) under Section 4 of this Agreement), including but not limited to any right to compensation pursuant to Sections 3, 4 and or 5 of this Agreement, he would otherwise have been entitled to receive under this Agreement. The Company and the Executive thereafter shall have no further obligations under this Agreement except as otherwise provided in Sections 15 13 and 16 14 of this Agreement. Upon any Termination In the event the Company persists, for a period of Employment by fifteen (15) days after written notice from the Executive, in assigning the Executive other than duties that are materially inconsistent with the duties that are incident and customary to those of the president of a division, the Executive may terminate his employment at any time by giving the Board of Directors written notice of his intent to terminate, delivered at least thirty (30) days prior to the effective date of such termination. If the Executive's employment is terminated pursuant to a Constructive Dischargethis paragraph, the Company may electshall pay the Executive, throughout the year in its sole discretionaccordance with the normal payroll practices of the Company, an amount equal to continue one (1) year's worth of his base salary or, if the Executive's employment is terminated before January 21, 2000, the remaining base salary otherwise payable during the Initial Employment Period, in either case at the rate and in the manner required by Section 3 and in effect immediately prior to the date of termination and provide termination. The payments described in the Executive with the employee welfare benefits required immediately preceding sentence shall be reduced by Section 5 and in effect immediately prior to the date of termination (at the same cost any income paid to the Executive as during the cost of such severance period from other employment or consulting services he performs for other persons or entities. The Executive shall immediately thereafter forfeit all rights and benefits to an employee of the Company) (other than vested benefits, including vested stock options and earned but unpaid incentive compensation (prorated for a period of up to one any partial year and paid within ninety (1) year after such Termination of Employment, provided that the Company shall notify the Executive of such period of salary continuation no later than five (590) days after his last day the end of employment with the Companycurrent fiscal year) under Section 4 of this Agreement), including but not limited to any right to compensation pursuant to Sections 4 or 5 of this Agreement, he would otherwise have been entitled to receive under this Agreement. The Company and the Executive thereafter shall have no further obligations under this Agreement except as otherwise provided in Sections 13 and 14 of this Agreement. This Section 11 shall not apply to a termination by the Executive following a Change of Control, as described in Section 10.