common stock of the Company (the “Outstanding Company Common Stock”) or (y) the combinedvoting power of the then-outstanding securities of the Company entitled to vote generally in theelection of directors (the “Outstanding Company Voting Securities”); provided, however,that for purposes of this subsection (a), the following acquisitions shall not constitute a Changein Control: (i) any acquisition directly from the Company (excluding an acquisition pursuant to theexercise, conversion or exchange of any security exercisable for, convertible into or exchangeablefor common stock or voting securities of the Company, unless the Person exercising, converting orexchanging such security acquired such security directly from the Company or an underwriter oragent of the Company), (ii) any acquisition by the Company, (iii) any acquisition by any employeebenefit plan (or related trust) sponsored or maintained by the Company or any corporationcontrolled by the Company, or (iv) any acquisition by any corporation pursuant to a transactionwhich complies with clauses (i) and (ii) of subsection (c) of this Section 1.1; or               (b) such time as the Continuing Directors (as defined below) do not constitute a majority ofthe Board (or, if applicable, the Board of Directors of a successor corporation to the Company),where the term “Continuing Director” means at any date a member of the Board (i) who was a memberof the Board on the date of the execution of this Agreement or (ii) who was nominated or electedsubsequent to such date by at least a majority of the directors who were Continuing Directors atthe time of such nomination or election or whose election to the Board was recommended or endorsedby at least a majority of the directors who were Continuing Directors at the time of suchnomination or election; provided, however, that there shall be excluded from thisclause (ii) any individual whose initial assumption of office occurred as a result of an actual orthreatened election contest with respect to the election or removal of directors or other actual orthreatened solicitation of proxies or consents, by or on behalf of a person other than the Board;or               (c) the consummation of a merger, consolidation, reorganization, recapitalization or statutoryshare exchange involving the Company or a sale or other disposition of all or substantially all ofthe assets of the Company in one or a series of transactions (a “Business Combination”), unless,immediately following such Business Combination, each of the following two conditions is satisfied:(i) all or substantially all of the individuals and entities who were the beneficial owners of theOutstanding Company Common Stock and Outstanding Company Voting Securities immediately prior tosuch Business Combination beneficially own, directly or indirectly, more than 50% of thethen-outstanding shares of common stock and the combined voting power of the then-outstandingsecurities entitled to vote generally in the election of directors, respectively, of the resultingor acquiring corporation in such Business Combination (which shall include, without limitation, acorporation which as a result of such transaction owns the Company or substantially all of theCompany’s assets either directly or through one or more subsidiaries) (such resulting or acquiringcorporation is referred to herein as the “Acquiring Corporation”) in substantially the sameproportions as their ownership, immediately prior to such Business Combination, of the OutstandingCompany Common Stock and Outstanding Company Voting Securities, respectively; and (ii) no Person(excluding any employee benefit plan (or related trust) maintained or sponsored by the Company orby the Acquiring Corporation) beneficially owns, directly or indirectly, 30% or more of the thenoutstanding shares of common stock of the Acquiring Corporation, or of the combined voting power ofthe then-outstanding securities of such corporation entitled to vote generally in the
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election of directors (except to the extent that such ownership existed prior to the BusinessCombination).          1.2 “Change in Control Date” means the first date on which a Change in Control occurs.Anything in this Agreement to the contrary notwithstanding, if (a) a Change in Control occurs, (b)the Executive’s employment with the Company is terminated prior to the date on which the Change inControl occurs, and (c) it is reasonably demonstrated by the Executive that such termination ofemployment (i) was at the request of a third party who has taken steps reasonably calculated toeffect a Change in Control or (ii) otherwise arose in connection with or in anticipation of aChange in Control, then for all purposes of this Agreement the “Change in Control Date” shall meanthe date immediately prior to the date of such termination of employment.          1.3 “Cause” means a good faith finding by the Company that:               (a) the Executive has breached any of his or her material legal or contractual obligations tothe Company (other than as a result of incapacity) which breach (i) has not been cured by theExecutive within 10 business days following written notice by the Company to the Executivenotifying him or her of such breach and (ii) would have a material adverse effect on the Company;or               (b) the Executive has engaged in gross or persistent misconduct with respect to the Company;or               (c) the Executive has been convicted of or pleaded guilty or nolo contendere to (i) anymisdemeanor relating to the affairs of the Company which is injurious to the Company or (ii) anyfelony.          1.4 “Good Reason” means the occurrence, without the Executive’s written consent, ofany of the following:               (a) a material reduction of the Executive’s annual base salary, provided that the reduction isat least 15%;               (b) a significant diminution in the Executive’s authority and duties, such that theExecutive’s employment duties and responsibilities are no longer of an executive nature; or               (c) the relocation of the Executive’s principal place of employment to a location that is morethan 30 miles further away from the Executive’s residence than is the Executive’s current principalplace of employment.          Any termination by the Executive for Good Reason shall be communicated by means of a writtennotice delivered by the Executive to the Company within 90 days of the initial existence of theoccurrence or condition on which the Executive bases his claim for Good Reason. If the conditionis capable of being corrected, the Company shall have 30 days during which it may remedy thecondition. If the condition is fully remedied within such time period, the Company shall not owethe amounts otherwise required to be paid under this Agreement. If the condition
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is not corrected, the Executive must leave employment within one year after the Company failsto cure the condition giving rise to the Executive’s claim for Good Reason.          1.5 “Disability” means the Executive’s absence from the full-time performance of theExecutive’s duties with the Company for 180 consecutive calendar days as a result of incapacity dueto mental or physical illness which is determined to be total and permanent by a physician selectedby the Company or its insurers and acceptable to the Executive or the Executive’s legalrepresentative.     2. Term of Agreement. This Agreement, and all rights and obligations of the partieshereunder, shall take effect upon the Effective Date and shall continue in effect until thefulfillment by the Company of all of its obligations under Sections 4 and 5.2. Notwithstandinganything else to the contrary in this Agreement, any provision of this Agreement which provides theExecutive with payment rights not previously held by the Executive shall be effective with respectto a voluntary termination (including a termination for Good Reason) only if (x) the date of suchtermination occurs after the earlier of (i) the date that is at least 12 months and one day afterthe date of this Agreement or (ii) the first date upon which said provisions may be effective withrespect to such termination without causing payments or benefits hereunder to constitutenonqualified deferred compensation subject to Section 409A, and (y) the Executive remainscontinually employed by the Company prior to such termination date.     3. Employment Status; Notice of Termination of Employment.          3.1 Not an Employment Contract. The Executive acknowledges that this Agreement doesnot constitute a contract of employment or impose on the Company any obligation to retain theExecutive as an employee and that this Agreement does not prevent the Executive from terminatingemployment at any time.          3.2 Notice of Termination of Employment.               (a) Any termination of the Executive’s employment by the Company or by the Executive (otherthan due to the death of the Executive) shall be communicated by a written notice to the otherparty hereto (the “Notice of Termination”), given in accordance with Section 7. Any Notice ofTermination shall: (i) indicate whether the termination is for Cause or Good Reason, (ii) to theextent applicable, set forth in reasonable detail the facts and circumstances claimed to provide abasis for termination for Cause or Good Reason and (iii) specify the Date of Termination (asdefined below). The effective date of an employment termination (the “Date of Termination”) shallbe the close of business on the date specified in the Notice of Termination (which date may not beless than 10 days or more than 90 days after the date of delivery of such Notice of Termination),in the case of a termination other than one due to the Executive’s death, or the date of theExecutive’s death, as the case may be.               (b) The failure by the Executive or the Company to set forth in the Notice of Termination anyfact or circumstance which contributes to a showing of Good Reason or Cause shall not waive anyright of the Executive or the Company, respectively, hereunder or preclude the Executive or theCompany, respectively, from asserting any such fact or circumstance in enforcing the Executive’s orthe Company’s rights hereunder.
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               (c) Any Notice of Termination for Cause given by the Company must be given within 90 days ofthe occurrence of the event(s) or circumstance(s) which constitute(s) Cause.     4. Benefits to Executive.          4.1 Severance Benefits. If the Executive’s employment with the Company is terminatedby the Company (other than for Cause, Disability or death) or by the Executive for Good Reason,then the Executive shall be entitled to the following benefits, subject to Sections 4.5 and 4.8:               (a) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Dateof Termination the sum of (i) the Executive’s base salary through the Date of Termination, (ii) anyaccrued bonus which the Executive is entitled to receive as of the Date of Termination, (iii) theamount of any compensation previously deferred by the Executive (together with any accrued interestor earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid(the sum of the amounts described in clauses (i), (ii), and (iii) shall be hereinafter referred toas the “Accrued Obligations”);               (b) for 12 months after the Date of Termination, the Company shall continue to pay to theExecutive, beginning on the 30th day after the Date of Termination, in accordance withits normal payroll practices, compensation at an annual rate equal to the sum of (i) his or herhighest annual base salary during the three-year period prior to the Date of Termination plus (ii)the amount of the incentive bonus or bonuses paid to the Executive for the most recently completedfiscal year for which all such bonuses to which the Executive is entitled have been paid; and               (c) for 12 months after the Date of Termination, the Company shall continue to provide to theExecutive medical and dental benefits on substantially the same terms as were provided to theExecutive on the Date of Termination; provided, however, that if the Executive becomes reemployedwith another employer and is eligible to receive a particular type of benefits from such employeron terms at least as favorable to the Executive and his or her family as those being provided bythe Company, then the Company shall no longer be required to provide those particular benefits tothe Executive and his or her family.          4.2 Resignation without Good Reason; Termination for Cause or for Death or Disability.If the Executive voluntarily terminates his or her employment with the Company, excluding atermination for Good Reason, or the Executive’s employment with the Company is terminated by theCompany for Cause or by reason of the Executive’s death or Disability, then the Company shall paythe Executive (or his or her estate, if applicable), in a lump sum in cash within 30 days after theDate of Termination, the Accrued Obligations.          4.3 Stock Acceleration. If the Executive’s employment is terminated by the Companywithout Cause or by the Executive for Good Reason following a Change in Control, then all stockoptions, restricted stock or other equity awards subject to vesting that are held by the Executiveas of such employment termination shall become vested in full effective immediately prior to suchemployment termination.
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          4.4 Taxes.               (a) Notwithstanding any other provision of this Agreement, except as set forth in Section4.4(b), in the event that the Company undergoes a “Change in Ownership or Control” (as definedbelow), the Company shall not be obligated to provide to the Executive a portion of any “ContingentCompensation Payments” (as defined below) that the Executive would otherwise be entitled to receiveto the extent necessary to eliminate any “excess parachute payments” (as defined in Section280G(b)(1) of the Internal Revenue Code of 1986, as amended (the “Code”)) for the Executive. Forpurposes of this Section 4.4, the Contingent Compensation Payments so eliminated shall be referredto as the “Eliminated Payments” and the aggregate amount (determined in accordance with TreasuryRegulation Section 1.280G-1, Q/A-30 or any successor provision) of the Contingent CompensationPayments so eliminated shall be referred to as the “Eliminated Amount.”               (b) Notwithstanding the provisions of Section 4.4(a), no such reduction in ContingentCompensation Payments shall be made if (i) the Eliminated Amount (computed without regard to thissentence) exceeds (ii) 110% of the aggregate present value (determined in accordance with TreasuryRegulation Section 1.280G-1, Q/A-31 and Q/A-32 or any successor provisions) of the amount of anyadditional taxes that would be incurred by the Executive if the Eliminated Payments (determinedwithout regard to this sentence) were paid to him or her (including, state and federal income taxeson the Eliminated Payments, the excise tax imposed by Section 4999 of the Code payable with respectto all of the Contingent Compensation Payments in excess of the Executive’s “base amount” (asdefined in Section 280G(b)(3) of the Code), and any withholding taxes). The override of suchreduction in Contingent Compensation Payments pursuant to this Section 4.4(b) shall be referred toas a “Section 4.4(b) Override.” For purpose of this paragraph, if any federal or state incometaxes would be attributable to the receipt of any Eliminated Payment, the amount of such taxesshall be computed by multiplying the amount of the Eliminated Payment by the maximum combinedfederal and state income tax rate provided by law.               (c) For purposes of this Section 4.4 the following terms shall have the following respectivemeanings:                    (i) “Change in Ownership or Control” shall mean a change in the ownership or effective controlof the Company or in the ownership of a substantial portion of the assets of the Company determinedin accordance with Section 280G(b)(2) of the Code.                    (ii) “Contingent Compensation Payment” shall mean any payment (or benefit) in the nature ofcompensation that is made or made available (under this Agreement or otherwise) to a “disqualifiedindividual” (as defined in Section 280G(c) of the Code) and that is contingent (within the meaningof Section 280G(b)(2)(A)(i) of the Code) on a Change in Ownership or Control of the Company.               (d) Any payments or other benefits otherwise due to the Executive following a Change inOwnership or Control that could reasonably be characterized (as determined by the Company) asContingent Compensation Payments (the “Potential Payments”) shall not be made until the datesprovided for in this Section 4.4(d). Within 30 days after each
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date on which the Executive first becomes entitled to receive (whether or not then due) aContingent Compensation Payment relating to such Change in Ownership or Control, the Company shalldetermine and notify the Executive (with reasonable detail regarding the basis for itsdeterminations) (i) which Potential Payments constitute Contingent Compensation Payments, (ii) theEliminated Amount and (iii) whether the Section 4.4(b) Override is applicable. Within 30 daysafter delivery of such notice to the Executive, the Executive shall deliver a response to theCompany (the “Executive Response”) stating either (A) that he or she agrees with the Company’sdetermination pursuant to the preceding sentence, or (B) that he or she disagrees with suchdetermination, in which case he or she shall set forth (i) which Potential Payments should becharacterized as Contingent Compensation Payments, (ii) the Eliminated Amount, and (iii) whetherthe Section 4.4(b) Override is applicable. If and to the extent that any Contingent CompensationPayments are required to be treated as Eliminated Payments pursuant to this Section 4.4(d), thenthe Payments shall be reduced or eliminated, as determined by the Company, in the following order:(A) any cash payments, (B) any taxable benefits, (C) any nontaxable benefits, and (D) any vestingof equity awards, in each case in reverse order beginning with payments or benefits that are to bepaid the farthest in time from the date that triggers the applicability of the excise tax, to theextent necessary to maximize the Eliminated Payments. In the event that the Executive fails todeliver an Executive Response on or before the required date, the Company’s initial determinationshall be final. If the Executive states in the Executive Response that he or she agrees with theCompany’s determination, the Company shall make the Potential Payments to the Executive withinthree business days following delivery to the Company of the Executive Response (except for anyPotential Payments which are not due to be made until after such date, which Potential Paymentsshall be made on the date on which they are due). If the Executive states in the ExecutiveResponse that he or she disagrees with the Company’s determination, then, for a period of 60 daysfollowing delivery of the Executive Response, the Executive and the Company shall use good faithefforts to resolve such dispute. If such dispute is not resolved within such 60-day period, suchdispute shall be settled exclusively by arbitration in Boston, Massachusetts, in accordance withthe rules of the American Arbitration Association then in effect. Judgment may be entered on thearbitrator’s award in any court having jurisdiction. The Company shall, within three business daysfollowing delivery to the Company of the Executive Response, make to the Executive those PotentialPayments as to which there is no dispute between the Company and the Executive regarding whetherthey should be made (except for any such Potential Payments which are not due to be made untilafter such date, which Potential Payments shall be made on the date on which they are due). Thebalance of the Potential Payments shall be made within three business days following the resolutionof such dispute. Subject to the limitations contained in Sections 4.4(a) and (b) hereof, theamount of any payments to be made to the Executive following the resolution of such dispute shallbe increased by the amount of the accrued interest thereon computed at the prime rate announcedfrom time to time by Silicon Valley Bank, compounded monthly from the date that such paymentsoriginally were due.               (e) The provisions of this Section 4.4 are intended to apply to any and all payments orbenefits available to the Executive under this Agreement or any other agreement or plan of theCompany under which the Executive receives Contingent Compensation Payments.
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          4.5 Payments Subject to Section 409A. Subject to the provisions in this Section 4.5any severance payments or benefits under this Agreement shall begin only upon the date of theExecutive’s “separation from service” (determined as set forth below) which occurs on or after thedate of termination of employment. The following rules shall apply with respect to distribution ofthe payments and benefits, if any, to be provided to the Executive under this Agreement:               (a) It is intended that each installment of the severance payments and benefits provided underthis Agreement shall be treated as a separate “payment” for purposes of Section 409A of theInternal Revenue Code and the guidance issued thereunder (“Section 409A”). Neither the Executivenor the Company shall have the right to accelerate or defer the delivery of any such payments orbenefits except to the extent specifically permitted or required by Section 409A.               (b) If, as of the date of the Executive’s “separation from service” from the Company, theExecutive is not a “specified employee” (within the meaning of Section 409A), then each installmentof the severance payments and benefits shall be made on the dates and terms set forth in thisAgreement.               (c) If, as of the date of the Executive’s “separation from service” from the Company, theExecutive is a “specified employee” (within the meaning of Section 409A), then:                    (i) Each installment of the severance payments and benefits due under this Agreement that, inaccordance with the dates and terms set forth herein, will in all circumstances, regardless of whenthe separation from service occurs, be paid within the short-term deferral period (as defined underSection 409A) shall be treated as a short-term deferral within the meaning of Treasury RegulationSection 1.409A-1(b)(4) to the maximum extent permissible under Section 409A; and                    (ii) Each installment of the severance payments and benefits due under this Agreement that isnot described in paragraph (i) above and that would, absent this subsection, be paid within thesix-month period following the Executive’s “separation from service” from the Company shall not bepaid until the date that is six months and one day after such separation from service (or, ifearlier, the Executive’s death), with any such installments that are required to be delayed beingaccumulated during the six-month period and paid in a lump sum on the date that is six months andone day following the Executive’s separation from service and any subsequent installments, if any,being paid in accordance with the dates and terms set forth herein; provided, however, that thepreceding provisions of this sentence shall not apply to any installment of severance payments andbenefits if and to the maximum extent that that such installment is deemed to be paid under aseparation pay plan that does not provide for a deferral of compensation by reason of theapplication of Treasury Regulation 1.409A-1(b)(9)(iii) (relating to separation pay upon aninvoluntary separation from service). Any installments that qualify for the exception underTreasury Regulation Section 1.409A-1(b)(9)(iii) must be paid no later than the last day of theExecutive’s second taxable year following the Executive’s taxable year in which the separation fromservice occurs.
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               (d) The determination of whether and when the Executive’s separation from service from theCompany has occurred shall be made and in a manner consistent with, and based on the presumptionsset forth in, Treasury Regulation Section 1.409A-1(h). Solely for purposes of this paragraph (d),“Company” shall include all persons with whom the Company would be considered a single employer asdetermined under Treasury Regulation Section 1.409A-1(h)(3).               (e) All reimbursements and in-kind benefits provided under this Agreement shall be made orprovided in accordance with the requirements of Section 409A to the extent that such reimbursementsor in-kind benefits are subject to Section 409A, including, where applicable, the requirement that(i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorterperiod of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursementduring a calendar year may not affect the expenses eligible for reimbursement in any other calendaryear, (iii) the reimbursement of an eligible expense will be made on or before the last day of thecalendar year following the year in which the expense is incurred and (iv) the right toreimbursement is not subject to set off or liquidation or exchange for any other benefit.               (f) The Company may withhold (or cause to be withheld) from any payments made under thisAgreement, all federal, state, city or other taxes as shall be required to be withheld pursuant toany law or governmental regulation or ruling.               (g) The Company makes no representation or warranty and shall have no liability to theExecutive or any other person if the payments and/or benefits under this Agreement are determinedto constitute deferred compensation subject to Section 409A but do not satisfy the conditions ofsuch section..          4.6 Exclusive Severance Benefits. The making of the payments and the provision of thebenefits by the Company to the Executive under this Agreement shall constitute the entireobligation of the Company to the Executive as a result of the termination of his or her employment,and the Executive shall not be entitled to additional payments or benefits as a result of suchtermination of employment under any other plan, program, policy, practice, contract or agreement ofthe Company or its subsidiaries.          4.7 Mitigation. The Executive shall not be required to mitigate the amount of anypayment or benefits provided for in this Section 4 by seeking other employment or otherwise.Further, except as set forth in Section 4.1(c), the amount of any payment or benefits provided forin this Section 4 shall not be reduced by any compensation earned by the Executive as a result ofemployment by another employer.          4.8 Release. The obligation of the Company to make the payments and provide thebenefits to the Executive under clauses (b) and (c) of Section 4.1 is conditioned upon theExecutive signing a release of claims, in a customary and reasonable form requested by the Company(the “Executive Release”), within 30 days following the Date of Termination. Payments shall bemade and benefits commence, pursuant to the terms of Section 4.1, on the 30th day afterthe Date of Termination subject to the Executive Release becoming binding and any applicablerevocation period having lapsed as of such date. The Company shall not be obligated
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to make any payments to the Executive under Section 4.1(b) until the Executive Release hasbecome effective.     5. Disputes.          5.1 Settlement of Disputes; Arbitration. All claims by the Executive for benefitsunder this Agreement shall be directed to and determined by the Board and shall be in writing. Anydenial by the Board of a claim for benefits under this Agreement shall be delivered to theExecutive in writing and shall set forth the specific reasons for the denial and the specificprovisions of this Agreement relied upon. The Board shall afford a reasonable opportunity to theExecutive for a review of the decision denying a claim. Any further dispute or controversy arisingunder or in connection with this Agreement shall be settled exclusively by arbitration in Boston,Massachusetts, in accordance with the rules of the American Arbitration Association then in effect.Judgment may be entered on the arbitrator’s award in any court having jurisdiction.          5.2  Expenses. The Company agrees to pay as incurred, to the full extent permitted bylaw, all legal, accounting and other fees and expenses which the Executive may reasonably incur asa result of any claim or contest by the Company, the Executive or others regarding the validity,enforceability or applicability of any provision of this Agreement, plus in each case interest onany delayed payment at the applicable Federal rate provided for in Section 7872(f)(2)(A) of theCode.     6. Successors.          6.1 Successor to Company. This Agreement shall be binding upon the Company and itssuccessors and assigns (including the resulting or acquiring company in a Business Combination).In the event of a Business Combination (and provided that, in the case of a Business Combinationstructured as the sale or other disposition of all or substantially all of the assets of theCompany, the Executive accepts employment with the Acquiring Corporation effective on or about theChange in Control Date), all references in this Agreement to the Company shall instead be deemed torefer to the Acquiring Corporation.          6.2 Successor to Executive. This Agreement shall inure to the benefit of and beenforceable by the Executive’s duly authorized personal or legal representatives, executors,administrators, successors, heirs, distributees, devisees and legatees. If the Executive shoulddie while any amount would still be payable to the Executive or his or her family hereunder if theExecutive had continued to live, all such amounts, unless otherwise provided herein, shall be paidin accordance with the terms of this Agreement to the executors, personal representatives oradministrators of the Executive’s estate, as appropriate.     7. Notice. All notices, instructions and other communications given hereunder or inconnection herewith shall be in writing. Any such notice, instruction or communication shall besent either (i) by registered or certified mail, return receipt requested, postage prepaid, or (ii)prepaid via a reputable nationwide overnight courier service, in each case addressed to theCompany, at 26 Forest Street, Marlborough, Massachusetts 01752, and to the Executive at the addressset forth below his or her name on the signature page hereto (or to such other address as
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either the Company or the Executive may have furnished to the other in writing in accordanceherewith). Any such notice, instruction or communication shall be deemed to have been deliveredfive business days after it is sent by registered or certified mail, return receipt requested,postage prepaid, or one business day after it is sent via a reputable nationwide overnight courierservice. Either party may give any notice, instruction or other communication hereunder using anyother means, but no such notice, instruction or other communication shall be deemed to have beenduly delivered unless and until it actually is received by the party for whom it is intended.     8. Miscellaneous.          8.1 Employment by Subsidiary. For purposes of this Agreement, the Executive’semployment with the Company shall not be deemed to have terminated solely as a result of theExecutive continuing to be employed by a wholly-owned subsidiary of the Company.          8.2 Severability. The invalidity or unenforceability of any provision of thisAgreement shall not affect the validity or enforceability of any other provision of this Agreement,which shall remain in full force and effect.          8.3 Governing Law. The validity, interpretation, construction and performance of thisAgreement shall be governed by the internal laws of the Commonwealth of Massachusetts, withoutregard to conflicts of law principles.          8.4 Waivers. No waiver by the Executive at any time of any breach of, or compliancewith, any provision of this Agreement to be performed by the Company shall be deemed a waiver ofthat or any other provision at any subsequent time.          8.5 Counterparts. This Agreement may be executed in counterparts, each of which shallbe deemed to be an original but both of which together shall constitute one and the sameinstrument.          8.6 Tax Withholding. Any payments provided for hereunder shall be paid net of anyapplicable tax withholding required under federal, state or local law.          8.7 Entire Agreement. This Agreement sets forth the entire agreement of the partieshereto in respect of the subject matter contained herein and supersedes all prior agreements,promises, covenants, arrangements, communications, representations or warranties, whether oral orwritten, by any officer, employee or representative of any party hereto in respect of the subjectmatter contained herein; and any prior agreement of the parties hereto in respect of the subjectmatter contained herein is hereby terminated and cancelled. This agreement supplements andmodifies the vesting provisions in any current or future stock option, restricted stock or equityaward agreement between the Executive and the Company; provided that if any such agreement hasacceleration-of-vesting provisions that are more favorable to the Executive than the terms of thisagreement, such more favorable provisions shall apply.          8.8 Amendments. This Agreement may be amended or modified only by a writteninstrument executed by both the Company and the Executive.
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          8.9 Executive’s Acknowledgements. The Executive acknowledges that he or she: (a) hasread this Agreement; (b) has been represented in the preparation, negotiation, and execution ofthis Agreement by legal counsel of the Executive’s own choice or has voluntarily declined to seeksuch counsel; (c) understands the terms and consequences of this Agreement; and (d) understandsthat the law firm of WilmerHale is acting as counsel to the Company in connection with thetransactions contemplated by this Agreement, and is not acting as counsel for the Executive.*[Remainder of page intentionally left blank.]*
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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and yearfirst set forth above.      **NETEZZA CORPORATION**