FORFEITURE, UNFULFILLED
VESTING OR OTHER SIMILAR REQUIREMENTS.
(B)
THE PARTICIPANT HAS REVIEWED WITH THE PARTICIPANT'S OWN TAX ADVISORS THE
FEDERAL, STATE, LOCAL AND OTHER TAX CONSEQUENCES OF THIS INVESTMENT AND THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. THE PARTICIPANT IS RELYING SOLELY
ON SUCH ADVISORS AND NOT ON ANY STATEMENTS OR REPRESENTATIONS OF THE COMPANY OR
ANY OF ITS AGENTS. THE PARTICIPANT UNDERSTANDS THAT THE PARTICIPANT (AND NOT THE
COMPANY) SHALL BE RESPONSIBLE FOR THE PARTICIPANT'S OWN TAX LIABILITY THAT MAY
ARISE AS A RESULT OF THIS INVESTMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT.
THE PARTICIPANT AGREES NOT TO FILE AN ELECTION UNDER SECTION 83(B) OF THE
INTERNAL REVENUE CODE WITH RESPECT TO THE ISSUANCE OF THE SHARES.
7
MISCELLANEOUS.
(A)
NO RIGHTS TO EMPLOYMENT. THE PARTICIPANT ACKNOWLEDGES AND AGREES THAT
THE VESTING OF THE SHARES PURSUANT TO SECTION 2 HEREOF IS EARNED ONLY BY
SATISFACTION OF THE PERFORMANCE CONDITIONS AND CONTINUING SERVICE AS AN EMPLOYEE
AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED OR BEING GRANTED
THE SHARES HEREUNDER). THE PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THE
TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO
NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN
EMPLOYEE FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL.
(B)
SEVERABILITY. THE INVALIDITY OR UNENFORCEABILITY OF ANY PROVISION OF
THIS AGREEMENT SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF ANY OTHER
PROVISION OF THIS AGREEMENT, AND EACH OTHER PROVISION OF THIS AGREEMENT SHALL BE
SEVERABLE AND ENFORCEABLE TO THE EXTENT PERMITTED BY LAW.
(C)
WAIVER. ANY PROVISION FOR THE BENEFIT OF THE COMPANY CONTAINED IN THIS
AGREEMENT MAY BE WAIVED, EITHER GENERALLY OR IN ANY PARTICULAR INSTANCE, BY THE
BOARD OF DIRECTORS OF THE COMPANY.
(D)
BINDING EFFECT. THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO THE
BENEFIT OF THE COMPANY AND THE PARTICIPANT AND THEIR RESPECTIVE HEIRS,
EXECUTORS, ADMINISTRATORS, LEGAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS,
SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 3 OF THIS
AGREEMENT.
(E)
NOTICE. EACH NOTICE RELATING TO THIS AGREEMENT SHALL BE IN WRITING AND
DELIVERED IN PERSON OR BY FIRST CLASS MAIL, POSTAGE PREPAID, TO THE ADDRESS AS
HEREINAFTER PROVIDED. EACH NOTICE SHALL BE DEEMED TO HAVE BEEN GIVEN ON THE DATE
IT IS RECEIVED. EACH NOTICE TO THE COMPANY SHALL BE ADDRESSED TO IT AT ITS
OFFICES AT 675 WEST KENDALL STREET, CAMBRIDGE, MASSACHUSETTS 02142 (ATTENTION:
VICE PRESIDENT, LEGAL AFFAIRS). EACH NOTICE TO THE PARTICIPANT SHALL BE
ADDRESSED TO THE PARTICIPANT AT THE PARTICIPANT'S LAST KNOWN ADDRESS.
(F)
PRONOUNS. WHENEVER THE CONTEXT MAY REQUIRE, ANY PRONOUNS USED IN THIS
AGREEMENT SHALL INCLUDE THE CORRESPONDING MASCULINE, FEMININE OR NEUTER FORMS,
AND THE SINGULAR FORM OF NOUNS AND PRONOUNS SHALL INCLUDE THE PLURAL, AND
VICE VERSA.
(G)
ENTIRE AGREEMENT. THIS AGREEMENT AND THE PLAN CONSTITUTE THE ENTIRE
AGREEMENT BETWEEN THE PARTIES, AND SUPERSEDE ALL PRIOR AGREEMENTS AND
UNDERSTANDINGS, RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.
(H)
AMENDMENT. THIS AGREEMENT MAY BE AMENDED OR