this Release
Agreement has become fully effective on or before that date.
3.
GENERAL RELEASE. EXECUTIVE IRREVOCABLY
AND UNCONDITIONALLY RELEASES AND FOREVER DISCHARGES THE COMPANY, ALL OF ITS
AFFILIATED AND RELATED ENTITIES, ITS AND THEIR RESPECTIVE PREDECESSORS,
SUCCESSORS AND ASSIGNS, ITS AND THEIR RESPECTIVE EMPLOYEE BENEFIT PLANS AND THE
FIDUCIARIES OF SUCH PLANS, AND THE CURRENT AND FORMER OFFICERS, DIRECTORS,
STOCKHOLDERS, EMPLOYEES, ATTORNEYS, ACCOUNTANTS, AND AGENTS OF EACH OF THE
FOREGOING IN THEIR OFFICIAL AND PERSONAL CAPACITIES (COLLECTIVELY REFERRED TO AS
THE "RELEASEES") GENERALLY FROM ALL CLAIMS, DEMANDS, DEBTS, DAMAGES AND
LIABILITIES OF EVERY NAME AND NATURE, KNOWN OR UNKNOWN ("CLAIMS") THAT, AS OF
THE DATE WHEN EXECUTIVE SIGNS THIS RELEASE AGREEMENT, HE HAS, EVER HAD, NOW
CLAIMS TO HAVE OR EVER CLAIMED TO HAVE HAD AGAINST ANY OR ALL OF THE RELEASEES.
THIS RELEASE INCLUDES, WITHOUT IMPLICATION OF LIMITATION, THE COMPLETE WAIVER
AND RELEASE OF ALL CLAIMS OF OR ARISING IN CONNECTION WITH OR FOR: THE
EMPLOYMENT AGREEMENT INCLUDING CLAIMS FOR BREACH OF EXPRESS OR IMPLIED CONTRACT;
WRONGFUL TERMINATION OF EMPLOYMENT WHETHER IN CONTRACT OR TORT; INTENTIONAL,
RECKLESS, OR NEGLIGENT INFLICTION OF EMOTIONAL DISTRESS; BREACH OF ANY EXPRESS
OR IMPLIED COVENANT OF EMPLOYMENT, INCLUDING THE COVENANT OF GOOD FAITH AND FAIR
DEALING; INTERFERENCE WITH CONTRACTUAL OR ADVANTAGEOUS RELATIONS, WHETHER
PROSPECTIVE OR EXISTING; DECEIT OR MISREPRESENTATION; DISCRIMINATION OR
RETALIATION UNDER STATE, FEDERAL, OR MUNICIPAL LAW, INCLUDING, WITHOUT
IMPLICATION OF LIMITATION, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, 42 U.S.C.
§ 2000E ET SEQ., AS AMENDED, THE AMERICANS WITH DISABILITIES ACT, 42 U.S.C. §
12101 ET SEQ., THE AGE DISCRIMINATION IN EMPLOYMENT ACT, 29 U.S.C. § 621 ET
SEQ.; MASSACHUSETTS GENERAL LAWS. CH. 151B; DEFAMATION OR DAMAGE TO REPUTATION;
REINSTATEMENT; PUNITIVE OR EMOTIONAL DISTRESS DAMAGES; WAGES, SEVERANCE PAY,
VACATION PAY, BACK OR FRONT PAY OR OTHER FORMS OF COMPENSATION; AND ATTORNEY'S
FEES AND COSTS.
EXECUTIVE UNDERSTANDS THAT THIS GENERAL RELEASE OF CLAIMS
EXTENDS TO ANY AND ALL CLAIMS RELATED TO EXECUTIVE'S EMPLOYMENT BY THE COMPANY
AND THE TERMINATION OF HIS EMPLOYMENT.
EXECUTIVE UNDERSTANDS THAT THIS GENERAL
RELEASE DOES NOT EXTEND TO ANY RIGHTS OR CLAIMS THAT MAY ARISE OUT OF ACTS OR
EVENTS THAT OCCUR AFTER THE DATE ON WHICH EXECUTIVE SIGNS THIS AGREEMENT.
EXECUTIVE REPRESENTS THAT HE HAS NOT ASSIGNED TO ANY THIRD PARTY AND HAS NOT
FILED WITH ANY AGENCY OR COURT ANY CLAIM RELEASED BY THIS AGREEMENT.
4.
RESTRICTIVE COVENANTS.
EXECUTIVE
HEREBY REAFFIRMS HIS CONTINUING OBLIGATIONS PURSUANT TO THE EMPLOYEE
NON-DISCLOSURE AND DEVELOPMENTS AGREEMENT DATED NOVEMBER 9, 2004 AND THE
EMPLOYEE NON-COMPETITION AGREEMENT DATED DECEMBER 1, 2004 (COLLECTIVELY, THE
"RESTRICTIVE COVENANTS"), WHICH SHALL REMAIN IN FULL FORCE AND EFFECT REGARDLESS
OF THE EFFECTIVENESS OR ANY TERMINATION OF THIS RELEASE AGREEMENT.
FOR THE
AVOIDANCE OF DOUBT, THE RESTRICTIVE COVENANTS ARE APPENDED TO THIS RELEASE
AGREEMENT.
5.
OPTION TREATMENT.
(A)
PURSUANT TO THE EXACT SCIENCES CORPORATION
2000 STOCK OPTION AND INCENTIVE PLAN AND SUBJECT TO THE ASSOCIATED STOCK OPTION
AGREEMENTS (COLLECTIVELY "EQUITY DOCUMENTS"), AS
2
OF MARCH 31, 2009, EXECUTIVE HELD VESTED AND UNVESTED OPTIONS TO PURCHASE