Common use of Termination of Employment Severance Clause in Contracts

Termination of Employment Severance. 5.1 Executive's employment hereunder may be terminated by either the Company or the Executive at any time for any reason upon not less than 30 days prior written notice to the other party, and subject to the other provisions of this Section 5. 5.2 In the event of Executive's death or disability (which shall mean that, as a result of illness or injury, Executive is unable substantially to perform his duties hereunder for a period of at least 30 consecutive business days, or a total of at least 30 business days in any period of 365 consecutive days), Executive's employment hereunder shall automatically terminate on the date of death or disability, as the case may be, in which event neither the Executive nor his estate shall have any further rights hereunder except to receive: (a) the unpaid portion of the Base Salary accrued to the date of death or disability; (b) the pro-rata portion of the Incentive Bonus that would otherwise be payable to the Executive in the event his employment hereunder were terminated by the Company without Cause; (c) reimbursement for any reasonable and documented business expenses incurred during the performance of the Executive's duties for which the Executive shall not have theretofore been reimbursed; and (d) any death or disability benefits maintained by the Company in respect of the Executive. Payment pursuant to Section 5.2(a) and (b) shall be made at the same time any such payment would have been made if such termination had not occurred. 5.3 If Executive's employment hereunder shall be terminated by the Company without Cause, then Executive shall be entitled to: (a) severance compensation equal to 100% of Executive's then-current Base Salary for a period equal to the Severance Period (as defined below); (b) medical and disability insurance and other benefits of the Executive at the time of termination for a period equal to the Severance Period. Such severance compensation payments shall be paid in a lump sum within 60 days of the date of termination. 5.4 If the Executive's employment hereunder shall be terminated by the Company for Cause, or voluntarily terminated by the Executive, the Company shall have no further obligations to the Executive except for compensation or other benefits due for the period prior to the date on which a notice of termination is given. 5.5 As used in this Section 5, "Severance Period" shall mean the applicable period set forth below beginning on the effective date of termination of employment:

Termination of Employment Severance. 5.1 Executive's Your employment hereunder may be terminated by either with the Company or is not for a specific term and is terminable at will on the Executive terms and conditions set forth in this Agreement. This means that the Company may terminate your employment at any time with or without notice, and for any reason upon or no reason, with or without Cause, and you may terminate your employment with the Company at any time and for any reason or no reason by giving notice in writing to the Company of not less than 30 days prior written notice to the other party, and subject to the other provisions of this Section 5. 5.2 In the event of Executive's death or disability (which shall mean that, as a result of illness or injury, Executive is unable substantially to perform his duties hereunder for a period of at least 30 consecutive business days, or a total of at least 30 business days unless otherwise agreed to in any period of 365 consecutive days)writing by you and the Company. However, Executive's should your employment hereunder shall automatically terminate on the date of death or disability, as the case may be, in which event neither the Executive nor his estate shall have any further rights hereunder except to receive: (a) the unpaid portion of the Base Salary accrued to the date of death or disability; (b) the pro-rata portion of the Incentive Bonus that would otherwise be payable to the Executive in the event his employment hereunder were terminated by the Company without Cause; (c) reimbursement for any reasonable and documented business expenses incurred during the performance of the Executive's duties for which the Executive shall not have theretofore been reimbursed; and (d) any death or disability benefits maintained by the Company in respect of the Executive. Payment pursuant to Section 5.2(a) and (b) shall be made at the same time any such payment would have been made if such termination had not occurred. 5.3 If Executive's employment hereunder shall be terminated by the Company without Cause, then Executive shall be entitled to: (a) severance compensation equal to 100% of Executive's then-current Base Salary for a period equal to the Severance Period Cause (as defined below) and not due to your death or disability, then you will be eligible to receive, as severance, (a) continued Base Salary as in effect immediately prior to the date on which your employment terminates (the “Date of Termination”) for 12 months (the “Base Salary Continuation Pay”); , (b) medical and disability insurance and other benefits of a prorated Annual Bonus with respect to the Executive at calendar year in which the time of termination for a period occurs in an amount equal to the Severance Periodproduct of (i) the actual Annual Bonus that you would have earned for such year if your employment had not terminated (if any) and (ii) a fraction, the numerator of which is the number of days elapsed in such year through the Date of Termination and the denominator of which is the total number of days in such year (the “Pro-Rated Bonus”), and (c) an amount equal to (i) 12, multiplied by (ii) the monthly amount of premiums for your (and, if applicable, your spouse’s and eligible dependents’) group health plan coverage, determined under the Company’s group health plans as in effect immediately prior to the Date of Termination (the “Group Health Plan Payment”). Such For purposes of this Agreement, “Cause” has the meaning set forth in the Equity Plan. In order to receive the severance compensation payments and benefits set forth in this Section 6, you must (i) timely execute (and not revoke within any time provided to do so), a separation agreement and release of all claims in a form provided to you by the Company, which form shall include terms and conditions customarily included within such agreements, and (ii) abide by the terms all post-employment obligations that you may owe to any member of the Company Group, including any confidentiality, non-competition, non-solicitation, non-disclosure, non-disparagement and other restrictive covenant obligations. The payment of the Base Salary Continuation Pay will begin on the Company’s first regularly scheduled pay date coincident with or next following the date that is 60 days after the Date of Termination (the “First Post-Termination Pay Date”), and the first payment will include all amounts that would have been paid to you during the 60-day period following the Date of Termination, without interest, had no delay in payments occurred. The Pro-Rated Bonus will be paid in a lump sum within 60 days on the date annual bonuses for the year that includes the Date of Termination are paid to other senior executives of the date Company (but, in all events, no later than March 15 of termination. 5.4 If the Executive's employment hereunder shall calendar year following the calendar year that includes the Date of Termination). The Group Health Plan Payment will be terminated paid in a lump sum on the First Post-Termination Pay Date. Notwithstanding any provision of this Agreement to the contrary, in the event that the Company determines that you are eligible to receive the severance benefits set forth above but, after such determination, the Company subsequently acquires evidence or determination that: (a) you have failed to abide by the terms of the Restrictive Covenant Agreement (as defined below) or any other post-employment obligations that you may owe to any member of the Company Group; or (b) a Cause condition existed prior to the Date of Termination that, had the Company been fully aware of such condition, would have given the Company the right to terminate your employment for Cause, or voluntarily terminated by the Executive, then the Company shall have no further obligations the right to cease the payment of any unpaid portion of the severance benefits and you shall promptly return to the Executive except for compensation or other Company the pre-tax value of all portions of the severance benefits due for the period you received prior to the date on which a notice that the Company determines that the conditions of this paragraph have been satisfied. Except as otherwise determined by the Board or as otherwise agreed to in writing by you and any member of the Company Group prior to the termination is given. 5.5 As used in this Section 5of your employment with the Company or any member of the Company Group, "Severance Period" shall mean any termination of your employment shall, without changing the applicable period set forth below beginning on the effective date of basis for such termination of employment:, constitute, as applicable, your automatic resignation: (a) as an officer of the Company and each member of the Company Group; and (b) from the board of directors or board of managers (or similar governing body) of any member of the Company Group and from the board of directors or board of managers (or similar governing body) of any corporation, limited liability entity, unlimited liability entity or other entity in which any member of the Company Group holds an equity interest and with respect to which board of directors or board of managers (or similar governing body) you serve as such Company Group member’s designee or other representative. You agree to take any further action that any member of the Company Group reasonably requests to effectuate or document the foregoing.

Termination of Employment Severance. 5.1 Executive's Your employment hereunder may be terminated by either the Company or the Executive at any time for any reason upon not less than 30 days prior written notice under this agreement shall continue until one party delivers to the other partyparty a written notice of termination setting forth the reason, and subject to if any, for the other provisions of this Section 5termination. If you terminate your employment without Good Reason (as defined below), you will give the Company two month’s written notice. 5.2 a. In the event of Executive's death termination of your employment by the Company other than for Cause (as defined below) or disability your termination of employment for Good Reason (as defined below), the Company will: (i) continue to pay you your Base Salary and provide you with the benefits set forth in Paragraph 2(d) hereof for the lesser of (x) a period of nine (9) months from the date of termination or (y) such period of time that it takes you to find comparable employment; (ii) pay you on the date of termination any Base Salary earned but not paid through the date of termination; and (iii) pay you any bonus to which shall mean thatyou are entitled in accordance with Paragraph 2(b) above, prorated to the date of termination and payable at the time such bonuses are payable to Company executives generally. All severance payments will be payable in accordance with the normal payroll practices of the Company. b. In the event of termination of your employment by the Company for Cause or termination by you other than for Good Reason, the Company will have no further obligations to you other than paying you any Base Salary earned but not paid through the date of termination. c. If within two years of a Change of Control (as defined in Exhibit A hereto) of the Company, (i) you are terminated other than for Cause, or (ii) you terminate your employment with the surviving company due to the fact that (a) the surviving company takes any action that results in a result material diminution in your position, authority or duties as such position, authority or duties existed immediately prior to the Change of illness Control or injury(b) the surviving company takes any action that would require you to have your principal place of work changed to any location outside a thirty-five mile radius of the City of Boston, Executive is unable substantially then, in the case of either (i) or (ii), the Company will continue to perform his duties hereunder pay your Base Salary (as in effect at the time of your termination) and provide you with the benefits set forth in Paragraph 2(d) above for a period of at least 30 consecutive business days, or a total twelve (12) months from the date of at least 30 business days in any period of 365 consecutive days), Executive's employment hereunder shall automatically terminate termination. The Company will also pay you on the date of death or disabilitytermination any Base Salary earned but not paid through the date of termination. All severance payments will be payable in accordance with the normal payroll practices of the Company. If you are eligible for severance payments under this Paragraph 4(c) upon termination, as then the case may be, in which event neither the Executive nor his estate shall have any further rights hereunder except to receive: provisions of Paragraph (a) the unpaid portion of the Base Salary accrued to the date of death or disability; (b) the pro-rata portion of the Incentive Bonus that would otherwise be payable to the Executive in the event his employment hereunder were terminated by the Company without Cause; (c) reimbursement for any reasonable and documented business expenses incurred during the performance of the Executive's duties for which the Executive above shall not have theretofore been reimbursed; and (d) any death or disability benefits maintained by the Company in respect of the Executiveapply to such termination. Payment pursuant to Section 5.2(a) In addition, your remaining unvested options and (b) shall be made at the same time any such payment would have been made if such termination had not occurred. 5.3 If Executive's employment hereunder shall be terminated by the Company without Cause, then Executive shall be entitled to: (a) severance compensation equal to 100% of Executive's thennon-current Base Salary exercisable restricted shares will immediately fully vest and become exercisable for a period equal to the Severance Period (as defined below); (b) medical and disability insurance and other benefits lesser of two years from the termination date or until the final exercise date of the Executive options as determined in the applicable stock option agreement between yourself and the Company. d. For purposes of this agreement, “Cause” shall mean: (i) your material failure to perform (other than by reason of disability), or material negligence in the performance of, your duties and responsibilities to the Company or any of its subsidiaries; (ii) your material breach of this agreement or any other agreement between you and the Company or any of its subsidiaries; (iii) the commission of a felony or other crime involving an act of moral turpitude; or (iv) a material act of dishonesty or breach of trust on your part resulting or intended to result, directly or indirectly, in a personal gain or enrichment at the time of termination for a period equal to the Severance Period. Such severance compensation payments shall be paid in a lump sum within 60 days expense of the date of terminationCompany. 5.4 If the Executive's employment hereunder shall be terminated by the Company for Cause, or voluntarily terminated by the Executive, the Company shall have no further obligations to the Executive except for compensation or other benefits due for the period prior to the date on which a notice of termination is given. 5.5 As used in this Section 5, "Severance Period" shall mean the applicable period set forth below beginning on the effective date of termination of employment:

Termination of Employment Severance. 5.1 Executive's Your employment hereunder may be terminated by either the Company or the Executive at any time for any reason upon not less than 30 days prior written notice under this agreement shall continue until one party delivers to the other partyparty a written notice of termination setting forth the reason, and subject to if any, for the other provisions of this Section 5termination. If you terminate your employment without Good Reason (as defined below), you will give the Company reasonable written notice. 5.2 a. In the event of Executive's death termination of your employment by the Company other than for Cause (as defined below) or disability your termination of employment for Good Reason (as defined below), the Company will: (i) continue to pay you your Base Salary and provide you with the benefits set forth in paragraph 2.e. hereof for the lesser of (x) a period of nine (9) months from the date of termination or (y) such period of time that it takes you to find comparable employment; (ii) pay you on the date of termination any Base Salary earned but not paid through the date of termination; and (iii) pay you any bonus to which shall mean thatyou are entitled in accordance with paragraph 2.c. above, prorated to the date of termination and payable at the time such bonuses are payable to Company executives generally. All severance payments will be payable in accordance with the normal payroll practices of the Company. b. In the event of termination of your employment by the Company for Cause or termination by you other than for Good Reason, the Company will have no further obligations to you other than paying you any Base Salary earned but not paid through the date of termination. c. If within two years of a Change of Control (as defined in Exhibit A hereto) of the Company, (i) you are terminated other than for Cause, or (ii) you terminate your employment with the surviving company due to the fact that (a) the surviving company takes any action that results in a result material diminution in your position, authority or duties as such position, authority or duties existed immediately prior to the Change of illness Control or injury(b) the surviving company takes any action that would require you to have your principal place of work changed to any location outside a thirty-five (35) mile radius of the City of Boston, Executive is unable substantially then, in the case of either (i) or (ii), the Company will continue to perform his duties hereunder pay your Base Salary (as in effect at the time of your termination) and provide you with the benefits set forth in paragraph 2.e. above for a period of at least 30 consecutive business days, or a total twelve (12) months from the date of at least 30 business days in any period of 365 consecutive days), Executive's employment hereunder shall automatically terminate termination. The Company will also pay you on the date of death or disability, as the case may be, in which event neither the Executive nor his estate shall have termination any further rights hereunder except to receive: (a) the unpaid portion of the Base Salary accrued to earned but not paid through the date of death or disability; (b) termination. All severance payments will be payable in accordance with the pro-rata portion normal payroll practices of the Incentive Bonus that would otherwise be payable to Company. If you are eligible for severance payments under this paragraph upon termination, then the Executive in the event his employment hereunder were terminated by the Company without Cause; (c) reimbursement for any reasonable and documented business expenses incurred during the performance provisions of the Executive's duties for which the Executive paragraph 3.a. above shall not have theretofore been reimbursed; and (d) any death or disability benefits maintained by the Company in respect of the Executiveapply to such termination. Payment pursuant to Section 5.2(a) In addition, your remaining unvested options and (b) shall be made at the same time any such payment would have been made if such termination had not occurred. 5.3 If Executive's employment hereunder shall be terminated by the Company without Cause, then Executive shall be entitled to: (a) severance compensation equal to 100% of Executive's thennon-current Base Salary exercisable restricted shares will immediately fully vest and become exercisable for a period equal to the Severance Period (as defined below); (b) medical and disability insurance and other benefits lesser of two years from the termination date or until the final exercise date of the Executive options as determined in the applicable stock option agreement between yourself and the Company d. For purposes of this agreement, “Cause” shall mean: (i) your material failure to perform (other than by reason of disability), or material negligence in the performance of, your duties and responsibilities to the Company or any of its subsidiaries; (ii) your material breach of this agreement or any other agreement between you and the Company or any of its subsidiaries; (iii) the commission of a felony or other crime involving an act of moral turpitude; or (iv) a material act of dishonesty or breach of trust on your part resulting or intended to result, directly or indirectly, in a personal gain or enrichment at the time of termination for a period equal to the Severance Period. Such severance compensation payments shall be paid in a lump sum within 60 days expense of the date of terminationCompany. 5.4 If the Executive's employment hereunder shall be terminated by the Company for Cause, or voluntarily terminated by the Executive, the Company shall have no further obligations to the Executive except for compensation or other benefits due for the period prior to the date on which a notice of termination is given. 5.5 As used in this Section 5, "Severance Period" shall mean the applicable period set forth below beginning on the effective date of termination of employment:

Termination of Employment Severance. 5.1 Executive's Your employment hereunder may be terminated by either the Company or the Executive at any time for any reason upon not less than 30 days prior written notice under this agreement shall continue until one party delivers to the other partyparty a written notice of termination setting forth the reason, and subject to if any, for the other provisions of this Section 5. 5.2 In the event of Executive's death or disability (which shall mean that, as a result of illness or injury, Executive is unable substantially to perform his duties hereunder for a period of at least 30 consecutive business days, or a total of at least 30 business days in any period of 365 consecutive days), Executive's termination. If you terminate your employment hereunder shall automatically terminate on the date of death or disability, as the case may be, in which event neither the Executive nor his estate shall have any further rights hereunder except to receive: (a) the unpaid portion of the Base Salary accrued to the date of death or disability; (b) the pro-rata portion of the Incentive Bonus that would otherwise be payable to the Executive in the event his employment hereunder were terminated by the Company without Cause; (c) reimbursement for any reasonable and documented business expenses incurred during the performance of the Executive's duties for which the Executive shall not have theretofore been reimbursed; and (d) any death or disability benefits maintained by the Company in respect of the Executive. Payment pursuant to Section 5.2(a) and (b) shall be made at the same time any such payment would have been made if such termination had not occurred. 5.3 If Executive's employment hereunder shall be terminated by the Company without Cause, then Executive shall be entitled to: (a) severance compensation equal to 100% of Executive's then-current Base Salary for a period equal to the Severance Period Good Reason (as defined below);, you will give the Company two month's written notice. a. In the event of termination of your employment by the Company other than for Cause (bas defined below) medical or your termination of employment for Good Reason, the Company will: (i) continue to pay you your Base Salary and disability insurance provide you with the benefits set forth in Paragraph 2(d) hereof for the lesser of (x) a period of nine (9) months from the date of termination or (y) such period of time that it takes you to find comparable employment; (ii) pay you on the date of termination any Base Salary earned but not paid through the date of termination; and other benefits (iii) pay you any bonus to which you are entitled in accordance with Paragraph 2(b) above, prorated to the date of the Executive termination and payable at the time such bonuses are payable to Company executives generally. All severance payments will be payable in accordance with the normal payroll practices of the Company. b. In the event of termination of your employment by the Company for a period equal Cause or termination by you other than for Good Reason, the Company will have no further obligations to the Severance Period. Such severance compensation payments shall be you other than paying you any Base Salary earned but not paid in a lump sum within 60 days of through the date of termination. 5.4 c. If within two years of a Change of Control (as defined in Exhibit A hereto) of the Executive's employment hereunder shall be Company, (i) you are terminated by the Company other than for Cause, or voluntarily terminated by (ii) you terminate your employment with the Executivesurviving company due to the fact that (a) the surviving company takes any action that results in a material diminution in your position, authority or duties as such position, authority or duties existed immediately prior to the Change of Control or (b) the surviving company takes any action that would require you to have your principal place of work changed to any location outside a thirty-five mile radius of the City of Boston, then, in the case of either (i) or (ii), the Company shall have no further obligations will continue to pay your Base Salary (as in effect at the Executive except time of your termination) and provide you with the benefits set forth in Paragraph 2(d) above for compensation or other benefits due for the a period prior to of twelve (12) months from the date on which a notice of termination is given. 5.5 As used in this Section 5, "Severance Period" shall mean the applicable period set forth below beginning termination. The Company will also pay you on the effective date of termination any Base Salary earned but not paid through the date of employment:termination. All severance payments will be payable in accordance with the normal payroll practices of the Company. If you are eligible for severance payments under this Paragraph 4(c) upon termination, then the provisions of Paragraph 4(a) above shall not apply to such termination. d. For purposes of this agreement, "Cause" shall mean: (i) your material failure to perform (other than by reason of disability), or material negligence in the performance of, your duties and responsibilities to the Company or any of its subsidiaries; (ii) your material breach of this agreement or any other agreement between you and the Company or any of its subsidiaries; (iii) the commission of a felony or other crime involving an act of moral turpitude; or (iv) a material act of dishonesty or breach of trust on your part resulting or intended to result, directly or indirectly, in a personal gain or enrichment at the expense of the Company.

Termination of Employment Severance. 5.1 Executive's The employment hereunder may be terminated by either of all Covered Employees shall remain “at-will” after the Closing Date, subject only to any duly executed written employment agreement with a specific Covered Employee (if any). Without limiting the generality of Section 5.12(b) above, Buyer Parent shall cause an Acquired Company or one of its Subsidiaries to provide severance pay and benefits to any Covered Employee whose employment is terminated during the Executive at any time Covered Period for any reason upon not less than 30 days prior written notice pursuant to which such Covered Employee would have been eligible for severance pay or benefits pursuant to the other partyseverance policies described on Section 5.12(c) of the Seller Disclosure Schedule (the “Seller Severance Policies”) had such termination occurred immediately prior to the Closing on terms and in amounts that are no less favorable than as set forth in the Seller Severance Policies, and in each case, subject to the other provisions terminated Covered Employee’s prompt execution of this Section 5. 5.2 In the event a general release of Executive's death claims in favor or disability (which shall mean that, as a result of illness or injury, Executive is unable substantially to perform his duties hereunder for a period of at least 30 consecutive business days, or a total of at least 30 business days in any period of 365 consecutive days), Executive's employment hereunder shall automatically terminate on the date of death or disability, as the case may be, in which event neither the Executive nor his estate shall have any further rights hereunder except to receive: (a) the unpaid portion of the Base Salary accrued to the date of death or disability; (b) the pro-rata portion of the Incentive Bonus that would otherwise be payable to the Executive in the event his employment hereunder were terminated by the Company without Cause; (c) reimbursement for any reasonable Buyer Parent and documented business expenses incurred during the performance of the Executive's duties for which the Executive shall not have theretofore been reimbursed; and (d) any death or disability benefits maintained by the Company in respect of the Executive. Payment pursuant to Section 5.2(a) and (b) shall be made at the same time any such payment would have been made if such termination had not occurred. 5.3 If Executive's employment hereunder shall be terminated by the Company without Cause, then Executive shall be entitled to: (a) severance compensation equal to 100% of Executive's then-current Base Salary for a period equal to the Severance Period (as defined below); (b) medical and disability insurance and other benefits of the Executive at the time of termination for a period equal to the Severance Period. Such severance compensation payments shall be paid its Affiliates in a lump sum within 60 days of form reasonably acceptable to Buyer. Buyer Parent’s obligations under this paragraph are expressly conditioned on Seller providing to Buyer all information reasonably necessary for Buyer Parent to comply with the date of termination. 5.4 If the Executive's employment hereunder shall be terminated by the Company for Cause, or voluntarily terminated by the Executive, the Company shall have no further obligations to the Executive except for compensation or other benefits due for the period prior to the date on which a notice of termination is given. 5.5 As used set forth in this Section 55.12(c) within a reasonable time following receipt of a reasonable written request from Buyer. To the extent Acquired Company or one of its Subsidiaries terminates the employment of any Qualified Employee during the six (6) month period immediately following the Closing, "Severance Period" Seller shall mean pay to Buyer an amount equal to fifty percent (50%) of the applicable period set forth below beginning on severance pay and benefits payable by Acquired Company or its Subsidiaries with respect to such Qualified Employees pursuant to this Section 5.12(c); provided, however, that Seller shall not be required to make payments to cover severance pay and benefits to more than the effective date difference between (i) thirty (30) Qualified Employees less (ii) the number of termination of employment:Excluded Roles.

Termination of Employment Severance. 5.1 Executive's Your employment hereunder may be terminated by either the Company or the Executive at any time for any reason upon not less than 30 days prior written notice under this Agreement shall continue until one party delivers to the other partyparty a written notice of termination setting forth the reason, and subject to if any, for the other provisions of this Section 5termination. If you terminate your employment without Good Reason (as defined below), you will give the Company two month’s written notice. 5.2 a. In the event of Executive's death termination of your employment by the Company other than for Cause (as defined below) or disability your termination of employment for Good Reason (as defined below), the Company will: (i) continue to pay you your Base Salary and provide you with the benefits set forth in Paragraph 1(e) hereof for the lesser of (x) a period of nine (9) months from the date of termination or (y) such period of time that it takes you to find comparable employment; (ii) pay you on the date of termination any Base Salary earned but not paid through the date of termination and within thirty (30) days after the date of termination any reimbursable business expenses incurred by you through the date of termination; and (iii) pay you any bonus to which shall mean thatyou are entitled in accordance with Paragraph 1(c) above, prorated to the date of termination and payable at the time such bonuses are payable to Company executives generally. All severance payments will be payable in accordance with the normal payroll practices of the Company. b. In the event of termination of your employment by the Company for Cause or termination by you other than for Good Reason, the Company will have no further obligations to you other than paying you any Base Salary earned but not paid through the date of termination and any reimbursable business expenses incurred by you through the date of termination, paying or making available to you your employee benefits earned or accrued but not paid through the date of termination (including any pension, profit sharing and/or 401(k) plan account balances) and complying with the Company’s obligations under applicable law (including COBRA). c. If within two years of a Change of Control (as defined in Exhibit A hereto) of the Company, (i) you are terminated other than for Cause, or (ii) you terminate your employment with the surviving company due to the fact that (a) the surviving company takes any action that results in a result material diminution in your position, authority or duties as such position, authority or duties existed immediately prior to the Change of illness Control or injury(b) the surviving company takes any action that would require you to have your principal place of work changed to any location outside a thirty-five mile radius of the City of Boston, Executive is unable substantially then, in the case of either (i) or (ii), the Company will continue to perform his duties hereunder pay your Base Salary (as in effect at the time of your termination) and provide you with the benefits set forth in Paragraph 1(e) above for a period of at least 30 consecutive business days, or a total twelve (12) months from the date of at least 30 business days in any period of 365 consecutive days), Executive's employment hereunder shall automatically terminate termination. The Company will also pay you on the date of death or disability, as the case may be, in which event neither the Executive nor his estate shall have termination any further rights hereunder except to receive: (a) the unpaid portion of the Base Salary accrued to earned but not paid through the date of death or disability; termination and any bonus to which you are entitled in accordance with Paragraph 1(c) above, and within thirty (b30) days after the pro-rata portion date of the Incentive Bonus that would otherwise be payable to the Executive in the event his employment hereunder were terminated by the Company without Cause; (c) reimbursement for termination any reasonable and documented reimbursable business expenses incurred during by you through the performance date of termination. All severance payments will be payable in accordance with the normal payroll practices of the Executive's duties Company. If you are eligible for which severance payments under this Paragraph 4(c) upon termination, then the Executive provisions of Paragraph 4(a) above shall not have theretofore been reimbursed; and (d) any death or disability benefits maintained by the Company in respect of the Executiveapply to such termination. Payment pursuant to Section 5.2(a) In addition, your remaining unvested options and (b) non-exercisable restricted shares will immediately fully vest and all your options shall be made at the same time any such payment would have been made if such termination had not occurred. 5.3 If Executive's employment hereunder shall be terminated by the Company without Cause, then Executive shall be entitled to: (a) severance compensation equal to 100% of Executive's then-current Base Salary remain exercisable for a period equal to the Severance Period (as defined below); (b) medical and disability insurance and other benefits lesser of two years from the termination date or until the final exercise date of the Executive options as determined in the applicable stock option agreement between yourself and the Company. d. For purposes of this Agreement, “Cause” shall mean: (i) your material failure to perform (other than by reason of disability), or material negligence in the performance of, your duties and responsibilities to the Company or any of its subsidiaries, which is not cured within thirty (30) days after your receipt of written notice from the Company specifying in reasonable detail the purported facts and nature of such failure; (ii) your material breach of this Agreement or any other agreement between you and the Company or any of its subsidiaries, which is not cured within thirty (30) days after your receipt of written notice from the Company specifying in reasonable detail the purported facts and nature of such breach; (iii) the commission of a felony or other crime involving an act of moral turpitude; or (iv) a material intentional act of dishonesty or breach of trust on your part resulting or intended to result, directly or indirectly, in a personal gain or enrichment at the time of termination for a period equal to the Severance Period. Such severance compensation payments shall be paid in a lump sum within 60 days expense of the date of terminationCompany. 5.4 If the Executive's employment hereunder shall be terminated by the Company for Cause, or voluntarily terminated by the Executive, the Company shall have no further obligations to the Executive except for compensation or other benefits due for the period prior to the date on which a notice of termination is given. 5.5 As used in this Section 5, "Severance Period" shall mean the applicable period set forth below beginning on the effective date of termination of employment:

Termination of Employment Severance. 5.1 Executive's Your employment hereunder may be terminated by either the Company or the Executive at any time for any reason upon not less than 30 days prior written notice under this agreement shall continue until one party delivers to the other partyparty a written notice of termination setting forth the reason, and subject to if any, for the other provisions of this Section 5. 5.2 In the event of Executive's death or disability (which shall mean that, as a result of illness or injury, Executive is unable substantially to perform his duties hereunder for a period of at least 30 consecutive business days, or a total of at least 30 business days in any period of 365 consecutive days), Executive's termination. If you terminate your employment hereunder shall automatically terminate on the date of death or disability, as the case may be, in which event neither the Executive nor his estate shall have any further rights hereunder except to receive: (a) the unpaid portion of the Base Salary accrued to the date of death or disability; (b) the pro-rata portion of the Incentive Bonus that would otherwise be payable to the Executive in the event his employment hereunder were terminated by the Company without Cause; (c) reimbursement for any reasonable and documented business expenses incurred during the performance of the Executive's duties for which the Executive shall not have theretofore been reimbursed; and (d) any death or disability benefits maintained by the Company in respect of the Executive. Payment pursuant to Section 5.2(a) and (b) shall be made at the same time any such payment would have been made if such termination had not occurred. 5.3 If Executive's employment hereunder shall be terminated by the Company without Cause, then Executive shall be entitled to: (a) severance compensation equal to 100% of Executive's then-current Base Salary for a period equal to the Severance Period Good Reason (as defined below);, you will give the Company two month's written notice. a. In the event of termination of your employment by the Company other than for Cause (bas defined below) medical or your termination of employment for Good Reason, the Company will: (i) continue to pay you your Base Salary and disability insurance provide you with the benefits set forth in paragraph 2.d. hereof for the lesser of (x) a period of nine (9) months from the date of termination or (y) such period of time that it takes you to find comparable employment; (ii) pay you on the date of termination any Base Salary earned but not paid through the date of termination; and other benefits (iii) pay you any bonus to which you are entitled in accordance with paragraph 2.b. above, prorated to the date of the Executive termination and payable at the time such bonuses are payable to Company executives generally. All severance payments will be payable in accordance with the normal payroll practices of the Company. b. In the event of termination of your employment by the Company for a period equal Cause or termination by you other than for Good Reason, the Company will have no further obligations to the Severance Period. Such severance compensation payments shall be you other than paying you any Base Salary earned but not paid in a lump sum within 60 days of through the date of termination. 5.4 c. If within two years of a Change of Control (as defined in Exhibit A hereto) of the Executive's employment hereunder shall be Company, (i) you are terminated by the Company other than for Cause, or voluntarily terminated by (ii) you terminate your employment with the Executivesurviving company due to the fact that (a) the surviving company takes any action that results in a material diminution in your position, authority or duties as such position, authority or duties existed immediately prior to the Change of Control or (b) the surviving company takes any action that would require you to have your principal place of work changed to any location outside a thirty-five (35) mile radius of the City of Boston, then, in the case of either (i) or (ii), the Company shall have no further obligations will continue to pay your Base Salary (as in effect at the Executive except time of your termination) and provide you with the benefits set forth in paragraph 2.d. above for compensation or other benefits due for the a period prior to of twelve (12) months from the date on which a notice of termination is given. 5.5 As used in this Section 5, "Severance Period" shall mean the applicable period set forth below beginning termination. The Company will also pay you on the effective date of termination any Base Salary earned but not paid through the date of employment:termination. All severance payments will be payable in accordance with the normal payroll practices of the Company. If you are eligible for severance payments under this paragraph upon termination, then the provisions of paragraph 4.a. above shall not apply to such termination. d. For purposes of this agreement, "Cause" shall mean: (i) your material failure to perform (other than by reason of disability), or material negligence in the performance of, your duties and responsibilities to the Company or any of its subsidiaries; (ii) your material breach of this agreement or any other agreement between you and the Company or any of its subsidiaries; (iii) the commission of a felony or other crime involving an act of moral turpitude; or (iv) a material act of dishonesty or breach of trust on your part resulting or intended to result, directly or indirectly, in a personal gain or enrichment at the expense of the Company.