Exhibit 10.3**EMPLOYMENT AGREEMENT**     This Employment Agreement (“Agreement”) is made as of the 12th day of December 2007 betweenAlkermes, Inc., a Pennsylvania corporation (the “Company”), and ________________(“Executive”).     WHEREAS, the Company has previously entered into a letter agreement with Executive dated__________ (the “Letter Agreement”), and a change in control employment agreementdated _________ (the “Change in Control Agreement”);     WHEREAS, the Company and Executive wish to replace the Letter Agreement and the Change inControl Agreement with the provisions set forth herein;     NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained andother good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,the parties agree as follows:     1. Employment. The term of this Agreement shall extend from December 12, 2007 (the“Commencement Date”) until this Agreement is terminated by either the Executive or the Companypursuant to Paragraph 4. The term of this Agreement may be referred to herein as the “Period ofEmployment.”     2. Positionand Duties. During the Period of Employment, Executive shall serve as the_________ of the Company, and shall have supervision and control over andresponsibility for the day-to-day business and affairs of those functions and operations of theCompany and shall have such other powers and duties as may from time to time be prescribed by theBoard of Directors of the Company (the “Board”), the Chief Executive Officer of the Company (the“CEO”) or other authorized executive, provided that such duties are consistent with Executive’sposition or other positions that he may hold from time to time. Executive shall devote his fullworking time and efforts to the business and affairs of the Company.     3. Compensation and Related Matters.          (a) Base Salary. Executive’s initial annual base salary shall be his annual basesalary on the Commencement Date. Executive’s base salary shall be redetermined annually by theCompensation Committee of the Board (the “Compensation Committee”). The base salary in effect atany given time is referred to herein as “Base Salary.” The Base Salary shall be payable insubstantially equal bi-weekly installments.          (b) Incentive Compensation. Executive shall be eligible to receive cash incentivecompensation as determined by the Compensation Committee from time to time, and shall also beeligible to participate in such incentive compensation plans as the Compensation Committee shalldetermine from time to time.          (c) Expenses*.*Executive shall be entitled to receive prompt reimbursement for allreasonable business expenses incurred by him in performing services hereunder during the
 

 
Period of Employment, in accordance with the policies and procedures then in effect andestablished by the Company.          (d) Other Benefits*.*During the Period of Employment, Executive shall be entitled tocontinue to participate in or receive benefits under all of the Company’s Employee Benefit Plans ineffect on the date hereof, as these plans or arrangements may thereafter be amended from time totime. As used herein, the term “Employee Benefit Plans” includes, without limitation, each pensionand retirement plan; supplemental pension, retirement and deferred compensation plan; savings andprofit-sharing plan; stock ownership plan; stock purchase plan; stock option plan; life insuranceplan; medical insurance plan; disability plan; and health and accident plan or arrangementestablished and maintained by the Company on the date hereof for employees of the same statuswithin the hierarchy of the Company. Executive shall have the right in accordance with applicablelaw and the Company’s long-term disability plan to elect to pay the premiums for his disabilitycoverage with after-tax dollars. During the Period of Employment, Executive shall be entitled toparticipate in or receive benefits under any Employee Benefit Plan or arrangement which may, in thefuture, be made available by the Company to its executives and key management employees, subject toand on a basis consistent with the terms, conditions and overall administration of such plan orarrangement. Any payments or benefits payable to Executive under a plan or arrangement referred toin this Subparagraph 3(d) in respect of any calendar year during which Executive is employed by theCompany for less than the whole of such year shall, unless otherwise provided in the applicableplan or arrangement, be prorated in accordance with the number of days in such calendar year duringwhich he is so employed. Should any such payments or benefits accrue on a fiscal year (rather thancalendar year) basis, then the proration in the preceding sentence shall be on the basis of afiscal year rather than calendar year.          (e) Vacations. Executive shall be entitled to the number of paid vacation days ineach calendar year to which he is entitled on the Commencement Date, which vacation days shall beaccrued ratably during the calendar year and the number of which may be increased in accordancewith Company policies. Executive shall also be entitled to all paid holidays given by the Companyto its executives.     4. Termination. Executive’s employment hereunder may be terminated without any breachof this Agreement under the following circumstances:          (a) Death. Executive’s employment hereunder shall terminate upon his death.          (b) Disability. If Executive is prevented from performing his duties hereunder byreason of any physical or mental incapacity that results in Executive’s satisfaction of allrequirements necessary to receive benefits under the Company’s long-term disability plan due to atotal disability, then, to the extent permitted by law, Company may terminate the employment ofExecutive at or after such time. Nothing in this Subparagraph 4(b) shall be construed to waiveExecutive’s rights, if any, under existing law including, without limitation, the Family andMedical Leave Act of 1993, 29 U.S.C. §2601 *et seq*. and the Americans with Disabilities Act, 42U.S.C. §12101 *et seq.*
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          (c) Termination by Company for Cause. At any time during the Period of Employment,the Company may terminate Executive’s employment hereunder for Cause. For purposes of thisAgreement, “Cause” shall mean: (i) conduct by Executive constituting a material act of willfulmisconduct in connection with the performance of his duties, including, without limitation,misappropriation of funds or property of the Company or any of its affiliates other than theoccasional, customary and de minimis use of Company property for personal purposes; (ii) thecommission by Executive of a felony or any misdemeanor involving moral turpitude, deceit,dishonesty or fraud, or conduct by Executive that would reasonably be expected to result inmaterial injury to the Company if he were retained in his position; (iii) continued, willful anddeliberate non-performance by Executive of his duties hereunder (other than by reason ofExecutive’s physical or mental illness, incapacity or disability) which has continued for more thanthirty (30) days following written notice of such non-performance from the Company; (iv) a breachby Executive of any of the provisions contained in Paragraph 7 of this Agreement; (v) a violationby Executive of the Company’s employment policies which has continued following written notice ofsuch violation from the Company; or (vi) willful failure to cooperate with a bona fide internalinvestigation or an investigation by regulatory or law enforcement authorities, after beinginstructed by the Company to cooperate, or the willful destruction or failure to preserve documentsor other materials known to be relevant to such investigation or the willful inducement of othersto fail to cooperate or to produce documents or other materials.          (d) Termination Without Cause. At any time during the Period of Employment, theCompany may terminate Executive’s employment hereunder without Cause. Any termination by theCompany of Executive’s employment under this Agreement which does not constitute a termination forCause under Subparagraph 4(c) or result from the death or disability of Executive underSubparagraph 4(a) or (b) shall be deemed a termination without Cause.          (e) Termination by Executive. At any time during the Period of Employment, Executivemay terminate his employment hereunder for any reason, including but not limited to Good Reason.For purposes of this Agreement, “Good Reason” shall mean that Executive has complied with the “GoodReason Process” (hereinafter defined) following the occurrence of any of the following events: (i)a substantial diminution or other substantive adverse change, not consented to by Executive, in thenature or scope of Executive’s responsibilities, authorities, powers, functions or duties; (ii) aninvoluntary material reduction in Executive’s Base Salary except for across-the-board reductionssimilarly affecting all or substantially all management employees; (iii) a breach by the Company ofany of its other material obligations under this Agreement, or (iv) a material change in thegeographic location at which Executive must perform his services. “Good Reason Process” shall meanthat (A) Executive reasonably determines in good faith that a “Good Reason” event has occurred; (B)Executive notifies the Company in writing of the occurrence of the Good Reason event within ninety(90) days of the occurrence of such event; (C) Executive cooperates in good faith with theCompany’s efforts, for a period not less than thirty (30) days following such notice, to modifyExecutive’s employment situation in a manner acceptable to Executive and Company; (D)notwithstanding such efforts, one or more of the Good Reason events continues to exist and has notbeen modified in a manner acceptable to Executive; and (E) Executive terminates his employment nolater than sixty (60) days after the end of the thirty-day cure period. If the Company cures theGood Reason event in
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a manner acceptable to Executive during the thirty-day period, Good Reason shall be deemed notto have occurred.          (f) Notice of Termination. Except for termination as specified in Subparagraph 4(a),any termination of Executive’s employment by the Company or any such termination by Executive shallbe communicated by written Notice of Termination to the other party hereto. For purposes of thisAgreement, a “Notice of Termination” shall mean a notice which shall indicate the specifictermination provision in this Agreement relied upon.          (g) Date of Termination. “Date of Termination” shall mean: (i) if Executive’semployment is terminated by his death, the date of his death; (ii) if Executive’s employment isterminated on account of disability under Subparagraph 4(b) or by the Company for Cause underSubparagraph 4(c), the date on which Notice of Termination is given; (iii) if Executive’semployment is terminated by the Company under Subparagraph 4(d), thirty (30) days after the date onwhich a Notice of Termination is given; and (iv) if Executive’s employment is terminated byExecutive under Subparagraph 4(e), thirty (30) days after the date on which a Notice of Terminationis given.     5. Compensation Upon Termination.          (a) Termination Generally. If Executive’s employment with the Company is terminatedfor any reason during the Period of Employment, the Company shall pay or provide to Executive (orto his authorized representative or estate) any earned but unpaid Base Salary, incentivecompensation earned but not yet paid, unpaid expense reimbursements, accrued but unused vacationand any vested benefits Executive may have under any Employee Benefit Plan of the Company,including without limitation any benefits that may accrue on Executive’s retirement from theCompany, to the extent applicable (the “Accrued Benefit”).          (b) Termination by the Company Without Cause or by Executive with Good Reason. IfExecutive’s employment is terminated by the Company without Cause as provided in Subparagraph 4(d),or Executive terminates his employment for Good Reason as provided in Subparagraph 4(e), then theCompany shall, through the Date of Termination, pay Executive his Accrued Benefit. The Companyshall within seven (7) days of the Date of Termination provide to Executive a general release ofclaims in a form and manner satisfactory to the Company (the “Release”). If Executive signs theRelease and delivers it to Company within twenty-one (21) days of Executive’s receipt of theRelease and does not revoke it within seven (7) days thereafter:               (i) Company shall pay Executive an amount equal to one (1) times the sum of Executive’sBase Salary and his Average Incentive Compensation (the “Severance Amount”). The SeveranceAmount shall be paid out in substantially equal bi-weekly installments over twelve (12)months, in arrears beginning on the first payroll date after the Date of Termination, orexpiration of the seven-day revocation period for the Release, if later. Solely for thepurposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), eachbi-weekly payment is considered a separate payment. For purposes of this Agreement,“Average Incentive Compensation” shall mean the average of the annual cash incentivecompensation under Subparagraph
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3(b) received by Executive for the two (2) immediately preceding fiscal years. In noevent shall “Average Incentive Compensation” include any sign-on bonus, retention bonus orany other special bonus. Notwithstanding the foregoing, if Executive breaches any of theprovisions contained in Paragraph 7 of this Agreement, all payments of the Severance Amountshall immediately cease.               (ii) Subject to Executive’s copayment of premium amounts at the active employees’ rate,continued participation in the Company’s group health, dental and vision program for twelve(12) months; provided, however, that the continuation of health benefits under thisSubparagraph shall reduce and count against Executive’s rights under the ConsolidatedOmnibus Budget Reconciliation Act of 1985, as amended (“COBRA”).               (iii) Anything in this Agreement to the contrary notwithstanding, if at the time ofExecutive’s termination of employment, Executive is considered a “specified employee” withinthe meaning of Section 409A(a)(2)(B)(i) of the Code, and if any payment or benefit thatExecutive becomes entitled to under this Agreement is considered deferred compensationsubject to interest, penalties and additional tax imposed pursuant to Section 409A(a) of theCode as a result of the application of Section 409A(a)(2)(B)(i) of the Code, then no suchpayment shall be payable or benefit shall be provided prior to the date that is the earlierof (A) six months after Executive’s separation from service, or (B) Executive’s death, andthe initial payment shall include a catch-up amount covering amounts that would otherwisehave been paid during the first six-month period but for the application of thisSubparagraph 5(b)(iii). The parties intend that this Agreement will be administered inaccordance with Section 409A of the Code. The parties agree that this Agreement may beamended, as reasonably requested by either party, and as may be necessary to fully complywith Section 409A of the Code and all related rules and regulations in order to preserve thepayments and benefits provided hereunder without additional cost to either party.     6. Change in Control Payment. The provisions of this Paragraph 6 set forth certainterms of an agreement reached between Executive and the Company regarding Executive’s rights andobligations upon the occurrence of a Change in Control of the Company. These provisions areintended to assure and encourage in advance Executive’s continued attention and dedication to hisassigned duties and his objectivity during the pendency and after the occurrence of any such event.These provisions shall apply in lieu of, and expressly supersede, the provisions of Subparagraph5(b) regarding the amount of severance pay and benefits upon a termination of employment, if suchtermination of employment occurs within twenty-four (24) months after the occurrence of the firstevent constituting a Change in Control, provided that such first event occurs during the Period ofEmployment. These provisions shall terminate and be of no further force or effect beginningtwenty-four (24) months after the occurrence of a Change in Control.          (a) A “Change in Control” shall be deemed to have occurred upon the occurrence of any one ofthe following events:               (i) any “Person,” as such term is used in Sections 13(d) and 14(d) of the SecuritiesExchange Act of 1934, as amended (the “Act”) (other than the Company,
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any of its subsidiaries, or any trustee, fiduciary or other person or entity holdingsecurities under any employee benefit plan or trust of the Company or any of itssubsidiaries), together with all “affiliates” and “associates” (as such terms are defined inRule 12b-2 under the Act) of such Person, shall become the “beneficial owner” (as such termis defined in Rule 13d-3 under the Act), directly or indirectly, of securities of theCompany representing fifty percent (50%) or more of the combined voting power of theCompany’s then outstanding securities having the right to vote in an election of the Board(“Voting Securities”) (in such case other than as a result of an acquisition ofsecurities directly from the Company); or               (ii) a majority of the members of the Board is replaced during any twelve-month periodby directors whose appointment or election is not endorsed by a majority of the Board beforethe date of such appointment or election; or               (iii) the consummation of (A) any consolidation or merger of the Company where thestockholders of the Company, immediately prior to the consolidation or merger, would not,immediately after the consolidation or merger, beneficially own (as such term is defined inRule 13d-3 under the Act), directly or indirectly, shares representing in the aggregate morethan fifty percent (50%) of the voting shares of the company issuing cash or securities inthe consolidation or merger (or of its ultimate parent corporation, if any), or (B) any saleor other transfer (in one transaction or a series of transactions contemplated or arrangedby any party as a single plan) of all or substantially all of the assets of the Company.Notwithstanding the foregoing, a “Change in Control” shall not be deemed to have occurredfor purposes of the foregoing clause (i) solely as the result of an acquisition ofsecurities by the Company that, by reducing the number of shares of Voting Securitiesoutstanding, increases the proportionate number of shares of Voting Securities beneficiallyowned by any person to fifty percent (50%) or more of the combined voting power of all thenoutstanding Voting Securities; provided, however, that if any person referred to inthis sentence shall thereafter become the beneficial owner of any additional shares ofVoting Securities (other than pursuant to a stock split, stock dividend, or similartransaction or as a result of an acquisition of securities directly from the Company) andimmediately thereafter beneficially owns fifty percent (50%) or more of the combined votingpower of all then outstanding Voting Securities, then a “Change in Control” shall be deemedto have occurred for purposes of the foregoing clause (i).          (b) Effect of a Change in Control.               (i) If within twenty-four (24) months after a Change in Control occurs, the Executive’semployment is terminated by the Company without Cause as provided in Subparagraph 4(d) orthe Executive terminates his employment for Good Reason as provided in Subparagraph 4(e),then, the Company shall pay Executive a lump sum in cash equal to the sum of:                    (A) to the extent not theretofore paid, an amount equal to the Executive’sBase Salary through the Date of Termination;
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                    (B) an amount equal to the following formula: A x (B ÷ 365); where A equalsExecutive’s Average Incentive Compensation and B equals the number of days in thecurrent calendar year through the Date of Termination; and                    (C) an amount equal to one and one-half (11/2) times the sum of (I) Executive’sBase Salary (or Executive’s Base Salary in effect immediately prior to the Change inControl, if higher) plus (II) Executive’s Average Incentive Compensation; and               (ii) Subject to Executive’s copayment of premium amounts at the active employees’ rate,Executive shall continue to participate in the Company’s group health, dental and visionprogram for eighteen (18) months; provided, however, that the continuation of healthbenefits under this Section shall reduce and count against Executive’s rights under COBRA.               (iii) Anything in this Agreement to the contrary notwithstanding, if at the time ofExecutive’s separation from service within the meaning of Section 409A of the Code,Executive is considered a “specified employee” within the meaning of Section409A(a)(2)(B)(i) of the Code, and if any payment or benefit that Executive becomes entitledto under this Agreement is considered deferred compensation subject to interest, penaltiesand additional tax imposed pursuant to Section 409A(a) of the Code as a result of theapplication of Section 409A(a)(2)(B)(i) of the Code, then no such payment shall be payableor benefit shall be provided prior to the date that is the earlier of (A) six (6) months andone day after Executive’s separation from service, or (B) Executive’s death. The partiesintend that this Agreement will be administered in accordance with Section 409A of the Code.The parties agree that this Agreement may be amended, as reasonably requested by eitherparty, and as may be necessary to fully comply with Section 409A of the Code and all relatedrules and regulations in order to preserve the payments and benefits provided hereunderwithout additional cost to either party.          (c) Gross-Up Payment.               (i) Anything in this Agreement to the contrary notwithstanding, in the event it shallbe determined that any compensation, payment or distribution by the Company to or for thebenefit of Executive, whether paid or payable or distributed or distributable pursuant tothe terms of this Agreement or otherwise (the “Severance Payments”), would be subject to theexcise tax imposed by Section 4999 of the Code, or any interest or penalties are incurred byExecutive with respect to such excise tax (such excise tax, together with any such interestand penalties, are hereinafter collectively referred to as the “Excise Tax”), then Executiveshall be entitled to receive an additional payment (a “Gross-Up Payment”) such that the netamount retained by Executive, after deduction of any Excise Tax on the Severance Payments,any Federal, state, and local income tax, employment tax and Excise Tax upon the paymentprovided by this Section, and any interest and/or penalties assessed with respect to suchExcise Tax, shall be equal to the Severance Payments.
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               (ii) Subject to the provisions of Subparagraph 6(c)(iii) below, all determinationsrequired to be made under this Subparagraph 6(c)(ii), including whether a Gross-Up Paymentis required and the amount of such Gross-Up Payment, shall be made by a nationallyrecognized accounting firm selected by the Company (the “Accounting Firm”), which shallprovide detailed supporting calculations both to the Company and the Executive withinfifteen (15) business days of the Date of Termination, if applicable, or at such earliertime as is reasonably requested by the Company or Executive. For purposes of determiningthe amount of the Gross-Up Payment, Executive shall be deemed to pay Federal income taxes atthe highest marginal rate of Federal income taxation applicable to individuals for thecalendar year in which the Gross-Up Payment is to be made, and state and local income taxesat the highest marginal rates of individual taxation in the state and locality ofExecutive’s residence on the Date of Termination, net of the maximum reduction in Federalincome taxes which could be obtained from deduction of such state and local taxes. Theinitial Gross-Up Payment, if any, as determined pursuant to this Subparagraph 6(c)(ii),shall be paid to the taxing authorities as withholding taxes on behalf of Executive at suchtime or times when the Excise Tax is due. Any determination by the Accounting Firm shall bebinding upon the Company and Executive. As a result of the uncertainty in the applicationof Section 4999 of the Code at the time of the initial determination by the Accounting Firmhereunder, it is possible that Gross-Up Payments which will not have been made by theCompany should have been made (an “Underpayment”). In the event that the Company exhaustsits remedies pursuant to Subparagraph 6(c)(iii) below and the Executive thereafter isrequired to make a payment of any Excise Tax, the Accounting Firm shall determine the amountof the Underpayment that has occurred, consistent with the calculations required to be madehereunder, and any such Underpayment, and any interest and penalties imposed on theUnderpayment and required to be paid by Executive in connection with the proceedingsdescribed in Subparagraph 6(c)(iii) below, shall be promptly paid by the Company to thetaxing authorities for the benefit of Executive.               (iii) Executive shall notify the Company in writing of any claim by the InternalRevenue Service that, if successful, would require the payment by the Company of theGross-up Payment. Such notification shall be given as soon as practicable but no later thanten (10) business days after Executive knows of such claim and shall apprise the Company ofthe nature of such claim and the date on which such claim is requested to be paid.Executive shall not pay such claim prior to the expiration of the thirty-day periodfollowing the date on which he gives such notice to the Company (or such shorter periodending on the date that any payment of taxes with respect to such claim is due). If theCompany notifies Executive in writing prior to the expiration of such period that it desiresto contest such claim, provided that the Company has set aside adequate reserves to coverthe Underpayment and any interest and penalties thereon that may accrue, Executive shall:                    (A) give the Company any information reasonably requested by the Companyrelating to such claim,                    (B) take such action in connection with contesting such claim as the Companyshall reasonably request in writing from time to time, including,
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without limitation, accepting legal representation with respect to such claimby an attorney selected by the Company,                    (C) cooperate with the Company in good faith in order to effectively contestsuch claim, and                    (D) permit the Company to participate in any proceedings relating to suchclaim; provided, however, that the Company shall bear and pay directly allcosts and expenses (including additional interest and penalties) incurred inconnection with such contest and shall indemnify and hold the Executive harmless, onan after-tax basis, for any Excise Tax or income tax, including interest andpenalties with respect thereto, imposed as a result of such representation andpayment of costs and expenses. Without limitation on the foregoing provisions ofthis Subparagraph 6(c)(iii), the Company shall control all proceedings taken inconnection with such contest and, at its sole option, may pursue or forego any andall administrative appeals, proceedings, hearings and conferences with the taxingauthority in respect of such claim and may, at its sole option, either directExecutive to pay the tax claimed and sue for a refund or contest the claim in anypermissible manner, and Executive agrees to prosecute such contest to adetermination before any administrative tribunal, in a court of initial jurisdictionand in one or more appellate courts, as the Company shall determine; provided,however, that if the Company directs the Executive to pay such claim and sue fora refund, the Company shall advance the amount of such payment to Executive on aninterest-free basis (to the extent not prohibited by applicable law) and shallindemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax orincome tax, including interest or penalties with respect thereto, imposed withrespect to such advance or with respect to any imputed income with respect to suchadvance; and further provided that any extension of the statute of limitationsrelating to payment of taxes for the taxable year of Executive with respect to whichsuch contested amount is claimed to be due is limited solely to such contestedamount. Furthermore, the Company’s control of the contest shall be limited toissues with respect to which a Gross-Up Payment would be payable hereunder andExecutive shall be entitled to settle or contest, as the case may be, any otherissues raised by the Internal Revenue Service or any other taxing authority.               (iv) If, after the receipt by Executive of an amount advanced by the Company pursuantto Subparagraph 6(c)(iii), Executive becomes entitled to receive any refund with respect tosuch claim, Executive shall (subject to the Company’s complying with the requirements ofSubparagraph 6(c)(iii)) promptly pay to the Company the amount of such refund (together withany interest paid or credited thereon after taxes applicable thereto). If, after thereceipt by Executive of an amount advanced by the Company pursuant to Subparagraph6(c)(iii), a determination is made that Executive shall not be entitled to any refund withrespect to such claim and the Company does not notify Executive in writing of its intent tocontest such denial of refund prior to the expiration of thirty (30) days after suchdetermination, then such advance shall be forgiven and shall
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not be required to be repaid and the amount of such advance shall offset, to the extentthereof, the amount of Gross-Up Payment required to be paid.     7. Confidential Information, Nonsolicitation and Cooperation.          (a) Confidential Information. As used in this Agreement, “Confidential Information”means information belonging to the Company which is of value to the Company in the course ofconducting its business and the disclosure of which could result in a competitive or otherdisadvantage to the Company. Confidential Information includes, without limitation, financialinformation, reports, and forecasts; inventions, improvements and other intellectual property;trade secrets; know-how; designs, processes or formulae; software; market or sales information orplans; customer lists; and business plans, prospects and opportunities (such as possibleacquisitions or dispositions of businesses or facilities) which have been discussed or consideredby the management of the Company. Confidential Information includes information developed byExecutive in the course of Executive’s employment by the Company, as well as other information towhich Executive may have access in connection with Executive’s employment. ConfidentialInformation also includes the confidential information of others with which the Company has abusiness relationship. Notwithstanding the foregoing, Confidential Information does not includeinformation in the public domain, unless due to breach of Executive’s duties under Subparagraph7(b).          (b) Confidentiality. Executive understands and agrees that Executive’s employmentcreates a relationship of confidence and trust between Executive and the Company with respect toall Confidential Information. At all times, both during Executive’s employment with the Companyand after its termination, Executive will keep in confidence and trust all such ConfidentialInformation, and will not use or disclose any such Confidential Information without the writtenconsent of the Company, except as may be necessary in the ordinary course of performing Executive’sduties to the Company.          (c) Documents, Records, etc. All documents, records, data, apparatus, equipment andother physical property, whether or not pertaining to Confidential Information, which are furnishedto Executive by the Company or are produced by Executive in connection with Executive’s employmentwill be and remain the sole property of the Company. Executive will return to the Company all suchmaterials and property as and when requested by the Company. In any event, Executive will returnall such materials and property immediately upon termination of Executive’s employment for anyreason. Executive will not retain with Executive any such material or property or any copiesthereof after such termination.          (d) Nonsolicitation. During the Period of Employment and for six (6) monthsthereafter, Executive (i) will refrain from directly or indirectly recruiting or otherwisesoliciting, inducing or influencing any person to leave employment with the Company (other thanterminations of employment of subordinate employees undertaken in the course of Executive’semployment with the Company); and (ii) will refrain from soliciting or encouraging any customer orsupplier to terminate or otherwise modify adversely its business relationship with the Company.However, nothing in this Subparagraph 7(d) will prohibit Executive from indirectly recruiting,soliciting, inducing or influencing a person to leave employment with the Company through the useof advertisements in trade journals and the like or from discussing
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employment opportunities with such employees to the extent such employees contact Executivefirst. Executive understands that the restrictions set forth in this Subparagraph 7(d) areintended to protect the Company’s interest in its Confidential Information and establishedemployee, customer and supplier relationships and goodwill, and agrees that such restrictions arereasonable and appropriate for this purpose.          (e) Litigation and Regulatory Cooperation. During and after Executive’s employment,Executive shall cooperate fully with the Company in the defense or prosecution of any claims oractions now in existence or which may be brought in the future against or on behalf of the Companywhich relate to events or occurrences that transpired while Executive was employed by the Company.Executive’s full cooperation in connection with such claims or actions shall include, but not belimited to, being available to meet with counsel to prepare for discovery or trial and to act as awitness on behalf of the Company at mutually convenient times. During and after Executive’semployment, Executive also shall cooperate fully with the Company in connection with anyinvestigation or review of any federal, state or local regulatory authority as any suchinvestigation or review relates to events or occurrences that transpired while Executive wasemployed by the Company. The Company shall reimburse Executive for any reasonable out-of-pocketexpenses incurred in connection with Executive’s performance of obligations pursuant to thisSubparagraph 7(e).          (f) Injunction. Executive agrees that it would be difficult to measure any damagescaused to the Company which might result from any breach by Executive of the promises set forth inthis Paragraph 7, and that in any event money damages would be an inadequate remedy for any suchbreach. Accordingly, subject to Paragraph 9 of this Agreement, Executive agrees that if Executivebreaches, or proposes to breach, any portion of this Agreement, the Company shall be entitled, inaddition to all other remedies that it may have, to an injunction or other appropriate equitablerelief to restrain any such breach without showing or proving any actual damage to the Company.     8. Arbitration of Disputes. Any controversy or claim arising out of or relating tothis Agreement or the breach thereof or otherwise arising out of Executive’s employment or thetermination of that employment (including, without limitation, any claims of unlawful employmentdiscrimination whether based on age or otherwise) shall, to the fullest extent permitted by law, besettled by arbitration in any forum and form agreed upon by the parties or, in the absence of suchan agreement, under the auspices of the American Arbitration Association (“AAA”) in Boston,Massachusetts in accordance with the Employment Dispute Resolution Rules of the AAA, including, butnot limited to, the rules and procedures applicable to the selection of arbitrators. In the eventthat any person or entity other than Executive or the Company may be a party with regard to anysuch controversy or claim, such controversy or claim shall be submitted to arbitration subject tosuch other person or entity’s agreement. Judgment upon the award rendered by the arbitrator may beentered in any court having jurisdiction thereof. This Paragraph 8 shall be specificallyenforceable. Notwithstanding the foregoing, this Paragraph 8 shall not preclude either party frompursuing a court action for the sole purpose of obtaining a temporary restraining order or apreliminary injunction in circumstances in which such relief is appropriate; provided that anyother relief shall be pursued through an arbitration proceeding pursuant to this Paragraph 8.
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     9. Consent to Jurisdiction. To the extent that any court action is permittedconsistent with or to enforce Paragraphs 7 or 8 of this Agreement, the parties hereby consent tothe jurisdiction of the Superior Court of the Commonwealth of Massachusetts and the United StatesDistrict Court for the District of Massachusetts. Accordingly, with respect to any such courtaction, Executive (i) submits to the personal jurisdiction of such courts; (ii) consents to serviceof process; and (iii) waives any other requirement (whether imposed by statute, rule of court, orotherwise) with respect to personal jurisdiction or service of process.     10. Integration. This Agreement constitutes the entire agreement between the partieswith respect to the subject matter hereof and supersedes all prior agreements between the partieswith respect to any related subject matter, including without limitation the Letter Agreement andthe Change in Control Agreement. Notwithstanding the foregoing, except to the extent in conflicttherewith, this Agreement does not supersede either the Employee Agreement with respect toInventions and Proprietary Information dated June 27, 1989 between Executive and the Company or theCovenant Not to Compete dated June 27, 1989 between Executive and the Company.     11. Assignment; Successors and Assigns. Neither the Company nor Executive may makeany assignment of this Agreement or any interest herein, by operation of law or otherwise, withoutthe prior written consent of the other party; provided that the Company may assign its rights underthis Agreement without the consent of Executive in the event that the Company shall effect areorganization, consolidate with or merge into any other corporation, partnership, organization orother entity, or transfer all or substantially all of its properties or assets to any othercorporation, partnership, organization or other entity. This Agreement shall inure to the benefitof and be binding upon the Company and Executive, their respective successors, executors,administrators, heirs and permitted assigns.     12. Enforceability. If any portion or provision of this Agreement (including, withoutlimitation, any portion or provision of any section of this Agreement) shall to any extent bedeclared illegal or unenforceable by a court of competent jurisdiction, then the remainder of thisAgreement, or the application of such portion or provision in circumstances other than those as towhich it is so declared illegal or unenforceable, shall not be affected thereby, and each portionand provision of this Agreement shall be valid and enforceable to the fullest extent permitted bylaw.     13. Waiver. No waiver of any provision hereof shall be effective unless made inwriting and signed by the waiving party. The failure of any party to require the performance ofany term or obligation of this Agreement, or the waiver by any party of any breach of thisAgreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed awaiver of any subsequent breach.     14. Notices. Any notices, requests, demands and other communications provided for bythis Agreement shall be sufficient if in writing and delivered in person or sent by a nationallyrecognized overnight courier service or by registered or certified mail, postage prepaid, returnreceipt requested, to Executive at the last address Executive has filed in writing with the Companyor, in the case of the Company, at its main offices, attention of the Chief Executive
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Officer, and shall be effective on the date of delivery in person or by courier or three (3)days after the date mailed.     15. Amendment. This Agreement may be amended or modified only by a written instrumentreferencing this Agreement signed by Executive and by a duly authorized representative of theCompany.     16. Legal Expenses. The Company agrees to reimburse Executive, to the full extentpermitted by law, for all costs and expenses (including, without limitation, reasonable attorneys’fees) which Executive may reasonably incur as a result of any contest of the validity orenforceability of, or the Company’s liability under, any provision of this Agreement, plus in eachcase interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code;provided, however, that such payment shall be made only if the Executive prevails on atleast one material issue.     17. Governing Law. This is a Massachusetts contract and shall be construed under andbe governed in all respects by the laws of the Commonwealth of Massachusetts, without giving effectto the conflict of laws principles of such Commonwealth. With respect to any disputes concerningFederal law, such disputes shall be determined in accordance with the law as it would beinterpreted and applied by the United States Court of Appeals for the First Circuit.     18. Counterparts. This Agreement may be executed in any number of counterparts, eachof which when so executed and delivered shall be taken to be an original; but such counterpartsshall together constitute one and the same document.     IN WITNESS WHEREOF, the parties have executed this Agreement effective on the date and yearfirst above written.       ALKERMES, INC.