Common use of Title; Capacity Clause in Contracts

Title; Capacity. During the term hereof, the Employee shall serve as Chief Financial Officer and Vice President, Finance of the Company. During the term hereof, the Employee shall be subject to the supervision of, and shall have such authority as is delegated to him by, the President and Chief Executive Officer of the Company and/or the Board of Directors of the Company (the “Board”) consistent with the position. The Employee hereby accepts such employment and agrees to undertake the duties and responsibilities normally inherent in such position and such other duties and responsibilities as the President and Chief Executive Officer of the Company or the Board shall from time to time reasonably assign to him. During the term hereof, the Employee shall, subject to the direction and supervision of the President and Chief Executive Officer of the Company and Board and except as expressly provided otherwise in this paragraph, devote his full business time, best efforts, business judgment, skill and knowledge to the advancement of the Company’s business and interests and to the discharge of his duties and responsibilities hereunder. He shall not engage in any other business activity, except as may be approved by the President and Chief Executive Officer of the Company in advance. The foregoing shall not, however, be construed as preventing the Employee from investing in publicly traded or privately held corporations so long as such investment is and remains passive. The Employee agrees to abide by the rules, regulations, instructions, personnel practices and policies of the company and any changes therein which may be adopted from time to time by the Company as such rules, regulations, instructions, personnel practices and policies may be reasonably applied to the Company as Chief Financial Officer.

Title; Capacity. During the term hereofEmployment Period, the Employee shall serve as Chairman and Chief Financial Executive Officer and Vice President, Finance of the Company. During the term hereof, the The Employee shall be subject to the supervision of, and shall have such authority as is delegated to him by, the President and Chief Executive Officer of the Company and/or the Board of Directors of the Company (the “"Board”") consistent with the positionhis positions as Chairman and Chief Executive Officer. The Employee hereby accepts such 2 employment and agrees to undertake the duties and responsibilities normally inherent in such position and such other duties and responsibilities as the President and Chief Executive Officer of the Company or the Board shall from time to time reasonably assign to himhim consistent with his positions as Chairman and Chief Executive Officer. During the term hereofEmployment Period, the Employee shall, subject to the direction and supervision of the President and Chief Executive Officer of the Company and Board and except as expressly provided otherwise in this paragraphBoard, devote his full business time, best efforts, business judgment, skill and knowledge to the advancement of the Company’s 's business and interests and to the discharge of his duties and responsibilities hereunder. He shall not engage in any other business activity, except as may be approved by the President and Chief Executive Officer of the Company Board in advance. The foregoing shall not, however, be construed as preventing the Employee from investing in publicly traded or privately held corporations so long as such investment is and remains passive. The Employee agrees to abide by the rules, regulations, instructions, personnel practices and policies of the company Company, and any changes therein which may be adopted from time to time by the Company Company, as such rules, regulations, instructions, personnel practices and policies may reasonably be reasonably applied to the Company Employee as Chairman and Chief Financial OfficerExecutive Officer of the Company.

Title; Capacity. During the term hereof, the The Employee shall serve as a Section 16(b) officer of the Company (and will be required, as a condition of employment, to sign the Executive Retention Agreement attached hereto as ATTACHMENT A) and as Vice President and Chief Financial Officer and Vice President, Finance of or in such other similar position as the Company may determine from time to time. The Employee shall be based at the Company's headquarters in Burlington, Massachusetts, or such place within thirty (30) miles of Burlington, Massachusetts as the Chief Executive Officer or any interim Chief Executive Officer (the "CEO") shall determine. During the term hereof, the The Employee shall be subject to the supervision of, and shall have such authority as is delegated to him byby the CEO, the President and Chief Executive Officer of the Company and/or the Board of Directors of the Company (the “Board”) consistent with the positionor his successor. The Employee hereby accepts such employment and agrees to undertake the duties and responsibilities normally inherent in such position and such other reasonably consistent duties and responsibilities as the President and Chief Executive Officer of the Company or the Board CEO shall from time to time reasonably assign to him. During the term hereofThe Employee agrees to devote his entire business time, the Employee shall, subject attention and energies to the direction business and supervision of the President and Chief Executive Officer interests of the Company and Board and except as expressly provided otherwise in this paragraph, devote his full business time, best efforts, business judgment, skill and knowledge to during the advancement of the Company’s business and interests and to the discharge of his duties and responsibilities hereunder. He shall not engage in any other business activity, except as may be approved by the President and Chief Executive Officer of the Company in advance. The foregoing shall notEmployment Period; provided, however, that nothing herein shall be construed as preventing the Employee from investing in publicly traded making personal investments, and provided, further, that nothing herein shall be construed as preventing the Employee from serving on civic or privately held corporations charitable boards, so long as such investment is the Employee has obtained permission to do so in each instance and remains passivein advance from the CEO. The Employee agrees to abide by the rules, regulations, instructions, personnel practices and policies of the company Company and any changes therein which may be adopted from time to time by the Company as such rules, regulations, instructions, personnel practices and policies may be reasonably applied to the Company as Chief Financial OfficerCompany.

Title; Capacity. During the term hereof, the The Employee shall serve as Chief Financial Officer and Executive Vice President, Finance of the Company. During the term hereof, the Employee shall be subject to the supervision of, Human Resources and shall have in such authority other position(s) as is delegated to him by, the President and Chief Executive Officer may determine from time to time. The Employee shall report to the President and Chief Executive officer or his/her designee responsible for the day-to-day operation of the Company and/or Company. The Employee will have responsibility over the Board of Directors of the Company (the “Board”) consistent with the positionCompany’s Human Resources functions. The Employee hereby accepts such employment and agrees to undertake the duties and responsibilities normally inherent in such position and such other duties and responsibilities as the President and Chief Executive Officer President, the Company’s Board of Directors (the Company “Board”) or the Board its designee shall from time to time reasonably assign to him. During the term hereofThe Employee agrees to devote his entire business time, the Employee shall, subject attention and energies to the direction business and supervision of the President and Chief Executive Officer interests of the Company and Board and except as expressly provided otherwise in this paragraph, devote his full business time, best efforts, business judgment, skill and knowledge to during the advancement of the Company’s business and interests and to the discharge of his duties and responsibilities hereunder. He shall not engage in any other business activity, except as may be approved by the President and Chief Executive Officer of the Company in advance. The foregoing shall not, however, be construed as preventing the Employee from investing in publicly traded or privately held corporations so long as such investment is and remains passiveEmployment Period. The Employee agrees to abide by the rules, regulations, instructions, personnel practices and policies of the company Company and any changes therein which that may be adopted from time to time by the Company as such rulesCompany. Nothing in this Section 2, regulationshowever, instructionswill prevent the Employee from engaging in additional activities in connection with personal investment and community affairs that are not inconsistent with the Company’s policies or the Employee’s duties under this Agreement. Notwithstanding the foregoing, personnel practices upon approval by the CEO and the Board, which approval shall not be unreasonably withheld, and subject to any conflict of interest policies may be reasonably applied to of the Company and so long as Chief Financial Officerthe following does not materially interfere with the performance of the Employee’s duties and obligations hereunder, the Employee may serve on the board of directors (or its equivalent) of up to one (1) for-profit business enterprise.

Title; Capacity. During the term hereof, the Employee The Executive shall serve as President and Chief Financial Executive Officer and Vice President, Finance of the Company. During The Executive shall be based in New York, New York, but will spend such time at the term hereofCompany’s headquarters in Portsmouth, the Employee New Hampshire as may be reasonably necessary to carry out his duties under this Agreement. The Executive shall be subject to the supervision of, and shall have such authority as is delegated to him the Executive by, the President and Chief Executive Officer of the Company and/or the Board of Directors of the Company (the “Board”) consistent with the position). The Employee Executive hereby accepts such employment and agrees to undertake the duties and responsibilities normally inherent in such position and such other duties and responsibilities as the President and Chief Executive Officer of the Company or the Board shall from time to time reasonably assign to him. During the term hereofExecutive, provided that such additional duties and responsibilities are reasonably consistent with the Employee shall, subject duties and responsibilities of similarly-situated executives of companies comparable to the direction Company. The Executive agrees to devote his entire business time, attention and supervision of energies to the President business and Chief Executive Officer interests of the Company and Board and except during such time as expressly provided otherwise in this paragraph, devote his full business time, best efforts, business judgment, skill and knowledge to the advancement of he is employed by the Company’s business and interests and to the discharge of his duties and responsibilities hereunder. He shall not engage in any other business activity, except as may be approved by the President and Chief Executive Officer of the Company in advance. The foregoing shall not, however, be construed as preventing the Employee from investing in publicly traded or privately held corporations so long as such investment is and remains passive. The Employee Executive agrees to abide by the rules, regulations, instructions, personnel practices and policies of the company Company and any changes therein which may be adopted from time to time by the Company. Promptly following the later of (i) execution of this Agreement by the Company as such rulesand the Executive and (ii) the identification, regulationsif necessary, instructionsof an additional candidate to serve on the Board who is “independent” within the meaning of the rules and regulations adopted by the Securities and Exchange Commission and the American Stock Exchange, personnel practices and policies may the Executive shall be reasonably applied appointed to the Board. In addition, at each meeting of the stockholders of the Company held for the purposes of electing directors after the Executive’s initial appointment to the Board, the Company will cause the Executive to be nominated to stand for election as a director of the Company at such meeting, provided the Executive is then serving as the Company’s Chief Financial Executive Officer.

Title; Capacity. During the term hereof, the Employee The Executive shall serve as Chairman, President and ---------------- Chief Financial Executive Officer and Vice President, Finance of or in a position at least commensurate therewith in all material respects. The Executive shall be the highest ranking officer within the Company. During the term hereofIn addition, the Employee shall Executive shall, as long as he remains employed with the Company, be subject elected to the supervision of, and shall have such authority as is delegated to him by, the President and Chief Executive Officer of the Company and/or a director position on the Board of Directors of the Company (the “Board”) consistent "Board of Directors"). The Executive shall further be elected as the Chairman of the Board of Directors and shall remain as Chairman of the Board of Directors as long as he remains employed with the Company (and thereafter, if properly elected to such position). The Employee hereby accepts Executive's duties hereunder shall be those which shall be prescribed from time to time by the Board of Directors in accordance with the bylaws of the Company and shall include such employment and agrees to undertake the duties and responsibilities normally inherent in such position and such other duties executive duties, powers and responsibilities as customarily attend the offices of Chairman, President and Chief Executive Officer of a company of the size, type and nature of the Company. The Executive will hold, in addition to the offices of President and Chief Executive Officer of the Company, such other executive offices in the Company and its subsidiaries to which he may be elected, appointed or assigned by the Board shall of Directors from time to time reasonably assign to him. During the term hereof, the Employee shall, subject to the direction and supervision of the President and Chief Executive Officer of the Company and Board and except as expressly provided otherwise will discharge such executive duties in this paragraph, devote his full business time, best efforts, business judgment, skill and knowledge to the advancement of the Company’s business and interests and to the discharge of his duties and responsibilities hereunder. He shall not engage in any other business activity, except as may be approved by the President and Chief Executive Officer of the Company in advance. The foregoing shall not, however, be construed as preventing the Employee from investing in publicly traded or privately held corporations so long as such investment is and remains passive. The Employee agrees to abide by the rules, regulations, instructions, personnel practices and policies of the company and any changes therein which may be adopted from time to time by the Company as such rules, regulations, instructions, personnel practices and policies may be reasonably applied to the Company as Chief Financial Officerconnection therewith.

Title; Capacity. During the term hereofEmployment Period, the Employee shall serve as Senior Vice President of Finance and Administration and Chief Financial 2 Officer of the Company. Notwithstanding the foregoing, the Employee acknowledges that the Company is currently contemplating hiring a new Chief Financial Officer and Vice that, in such event, the Employee will serve the Company as President ("Division President, Finance ") of the Company's Specialty Products Division. During the term hereof, the The Employee shall be subject to the supervision of, and shall have such authority as is delegated to him by, the President and Chief Executive Officer of the Company and/or (the "CEO") or the Board of Directors of the Company (the “"Board”") consistent with his positions as Senior Vice President of Finance and Administration and Chief Financial Officer or as Division President, as the positioncase may be. The Employee hereby accepts such employment and agrees to undertake the duties and responsibilities normally inherent in such position and such other duties and responsibilities as the President and Chief Executive Officer of the Company CEO or the Board shall from time to time reasonably assign to himhim consistent with his positions as Senior Vice President of Finance and Administration and Chief Financial Officer or as Division President, as the case may be. During the term hereofEmployment Period, the Employee shall, subject to the direction and supervision of the President CEO and Chief Executive Officer of the Company and Board and except as expressly provided otherwise in this paragraphBoard, devote his full business time, best efforts, business judgment, skill and knowledge to the advancement of the Company’s 's business and interests and to the discharge of his duties and responsibilities hereunder. He hereunder and shall not engage in any other business activity, except as may be approved by the President and Chief Executive Officer of the Company Board in advance. The foregoing shall not, however, be construed as preventing the Employee from investing in publicly traded or privately held corporations so long as such investment is and remains passive. The Employee agrees to abide by the rules, regulations, instructions, personnel practices and policies of the company Company, and any changes therein which may be adopted from time to time by the Company Company, as such rules, regulations, instructions, personnel practices and policies may reasonably be reasonably applied to the Company Employee as Senior Vice President of Finance and Administration and Chief Financial OfficerOfficer of the Company or Division President, as the case may be.

Title; Capacity. During the term hereof, the Employee The Executive shall serve as the President and Chief Financial Executive Officer and Vice President, Finance of the Company or in such other reasonably comparable position as the Company or its Board of Directors (the “Board”) may determine from time to time. The Executive shall be based at the Company’s facilities in Farmington, Connecticut, or such place or places as the Board shall determine. During the term hereof, the Employee The Executive shall be subject to the supervision of, and shall have such authority as is delegated to him the Executive by, the Board. As the President and Chief Executive Officer Officer, the Executive shall be responsible for the ongoing management and oversight of the business and affairs of the Company and/or the Board of Directors of the Company (the “Board”) consistent and perform those duties normally associated with the positionoffices of President and Chief Executive Officer. The Employee Executive hereby accepts such employment and agrees to undertake the duties and responsibilities normally inherent in such position and such other duties and responsibilities as the President and Chief Executive Officer of the Company or the Board shall from time to time reasonably assign to himthe Executive. During It is understood and acknowledged that the term hereofExecutive will be employed on a full time basis, the Employee shall, subject to the direction and supervision of the President and Chief Executive Officer of the Company and Board and except as expressly provided otherwise in this paragraph, he will devote his full business time, best efforts, business judgmenteffort, skill and knowledge attention to the advancement of the Company’s business and interests and to the discharge of adequately perform his duties and responsibilities hereunder. He shall not engage in any other business activity, except as may be approved while employed by the President and Chief Executive Officer of Company during the Company in advanceEmployment Period. The foregoing shall not, however, be construed as preventing the Employee from investing in publicly traded or privately held corporations so long as such investment is and remains passive. The Employee Executive agrees to abide by the rules, regulations, instructions, personnel practices and policies of the company Company and any changes therein which may be adopted from time to time by the Company as such rulesCompany. Notwithstanding the foregoing, regulations, instructions, personnel practices the parties recognize and policies agree that the Executive may be reasonably applied engage in passive personal investments and charitable or public service activities and serve on boards of directors of corporations to the extent that such activities do not conflict with the business and affairs of the Company as Chief Financial Officeror interfere with the Executive’s performance of his duties and obligations hereunder.

Title; Capacity. During the term hereofInitial Term or any Renewal Term, the Employee shall serve as Chief Financial Officer and Vice President, Finance have the title of the Company. During the term hereof, the Employee shall be subject to the supervision of, and shall have such authority as is delegated to him by, the President and Chief Executive Officer of the Company and/or the Board of Directors and shall perform such duties which are typical of the Company (the “Board”) President and Chief Executive Officer of a business, and his duties and responsibilities, at all times, shall be consistent with and at a similar level to those previously performed by him for the positionCompany prior to the Effective Date. Any addition to or deletion from the aforementioned scope of duties and responsibilities shall be conditioned upon the mutual agreement, in writing, of the Employee and the Management Committee of the Company, or any successor thereto, as the case may be (such committee, and any successor thereto, the "Management Committee"). The Employee hereby accepts such employment and agrees to undertake the duties and responsibilities normally inherent in such position as set forth above. The Employee agrees to devote his entire business time, attention and such other duties energies to the business and responsibilities as the President and Chief Executive Officer interests of the Company or during the Board shall from time Employment Period. Notwithstanding anything herein to time reasonably assign to him. During the term hereofcontrary, the Employee shall, subject to will not be prevented from engaging in additional activities in connection with his personal investments and/or community affairs which are not inconsistent with the direction and supervision of the President and Chief Executive Officer of the Company and Board and except as expressly provided otherwise in Employee's duties under this paragraph, devote his full business time, best efforts, business judgment, skill and knowledge to the advancement of the Company’s business and interests and to the discharge of his duties and responsibilities hereunder. He shall not engage in any other business activity, except as may be approved by the President and Chief Executive Officer of the Company in advance. The foregoing shall not, however, be construed as preventing the Employee from investing in publicly traded or privately held corporations so long as such investment is and remains passiveAgreement. The Employee agrees to abide by the rules, regulations, instructions, personnel practices and policies of the company and Company as in effect as of the date hereof, as well as any changes therein which may be adopted by mutual agreement of the Employee and the Management Committee from time to time by the Company as such rules, regulations, instructions, personnel practices and policies may be reasonably applied to the Company as Chief Financial Officertime.

Title; Capacity. During the term hereofEmployment, the Employee shall continue to serve as Chief Financial Officer and Vice Executive Vice-President, Finance Research & Development and Chief Scientific Office of the Company. During the term hereof, the Employee company and shall be subject to the supervision of, and shall have such authority as is delegated to him by, the President and Chief Executive Officer Office of the Company and/or or the Board of Directors of the Company (the “Board”) consistent with the position. The Employee will be granted observer status to the Company’s Board of Directors’ meetings except for any portion the President and Chief Executive Officer might deem requires confidentiality at his sole discretion. The Employee hereby accepts such continued employment and agrees to undertake the duties and responsibilities normally inherent in such position and such other duties and responsibilities as the President and Chief Executive Officer of the Company or the Board shall from time to time reasonably assign to him. During the term hereofEmployment, the Employee shall, subject to the direction and supervision of the President and Chief Executive Officer of the Company and Board and except as expressly provided otherwise in this paragraph, devote his full business time, best efforts, business judgmentjudgement, skill skills and knowledge to the advancement of the Company’s business and interests and to the discharge of his duties and responsibilities hereunder. He shall not engage in any other business activity, except as may be approved by the President and Chief Executive Officer of the Company in advance. The foregoing shall not, however, be construed as preventing the Employee from investing in publicly traded or privately held corporations so long as such investment is and remains passive. The Employee agrees agree to abide by the rules, regulations, instructions, personnel practices and policies of the company and any changes therein which may be adopted from time to time by the Company as such rules, regulations, instructions, personnel practices and policies may be reasonably applied to the Company Employee as Executive Vice-President, Research & Development and Chief Financial Scientific Officer.

Title; Capacity. During the term hereofEmployment Period, the Employee shall serve as Executive Vice President and Chief Financial Medical Officer and Vice President, Finance of the CompanyCompany and Chief Medical Officer of MethylGene. During the term hereofEmployment Period, the Employee shall be subject to the supervision of, and shall have such authority as is delegated to him her by, the President and Chief Executive Officer of the Company and/or the Board of Directors of the Company MethylGene (the “Board”) consistent consisting with the position. The Employee hereby accepts such employment and agrees shall faithfully, honestly, diligently and to undertake the best of her abilities serve the Company and will exercise and perform her duties listed in Schedule “A” of this Agreement and responsibilities normally inherent in such position and such other duties and responsibilities as the President and Chief Executive Officer of the Company or the Board shall from time to time reasonably assign to himher. During the term hereofEmployment Period, the Employee shall, subject to the direction and supervision of the President and Chief Executive Officer of the Company and Board and except as expressly provided otherwise in this paragraph, devote his her full business time, best efforts, business judgment, skill and knowledge to the advancement of the Company’s business and interests and to the discharge of his her duties and responsibilities hereunder. He She shall not engage in any other business activity, except as may be approved by the President and Chief Executive Officer of the Company in writing in advance. The foregoing shall not, however, be construed as preventing the Employee from investing in publicly traded or privately held corporations so long as such investment is and remains passivepassive and does not exceed five percent (5%) of the outstanding shares listed. The Employee agrees to abide by the rules, regulations, instructions, personnel practices and policies of the company Company and any changes therein which may be adopted from time to time by the Company as such rules, regulations, instructions, personnel practices and policies may be reasonably applied to the Company as Chief Financial OfficerCompany.

Title; Capacity. During the term hereof, the The Employee shall serve as President (“President”) and Chief Financial Executive Officer and Vice President, Finance (“CEO”) or in such other position as the Company or its Board of Directors (the “Board”) may determine from time to time. The Employee shall be based at the Company’s headquarters in Canton, Massachusetts. During the term hereof, the The Employee shall be subject to the supervision of, and shall have such authority as is delegated to him the Employee by, the President and Chief Executive Officer Board or such officer of the Company and/or as may be designated by the Board of Directors Board. Promptly after the Commencement Date, the Employee shall also be elected as a member of the Company (the “Board”) consistent with the position. The Employee hereby accepts such employment and agrees to undertake the duties and responsibilities normally inherent in such position and such other duties and responsibilities as the President and Chief Executive Officer of the Company Board or the Board its designee shall from time to time reasonably assign to himthe Employee. During The Employee understands that the term hereofBoard may institute a search for another CEO within the six-month period beginning on the Commencement Date and agrees to accept a position other than CEO and President if requested by the Board, the Employee shall, subject with no resulting modifications to the direction terms and supervision of conditions hereof other than his title, duties and responsibilities. The Employee agrees to devote his entire business time, attention and energies to the President business and Chief Executive Officer interests of the Company and Board and except as expressly provided otherwise in this paragraph, devote his full business time, best efforts, business judgment, skill and knowledge to during the advancement period of the Employee’s employment with the Company’s business and interests and to the discharge of his duties and responsibilities hereunder. He shall not engage in any other business activity, except as may be approved by the President and Chief Executive Officer of the Company in advance. The foregoing shall not, however, be construed as preventing the Employee from investing in publicly traded or privately held corporations so long as such investment is and remains passive. The Employee agrees to abide by the rules, regulations, instructions, personnel practices and policies of the company Company and any changes therein which may be adopted from time to time by the Company as such rules, regulations, instructions, personnel practices and policies may be reasonably applied to the Company as Chief Financial OfficerCompany.