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 6, 2002 AND THE EMPLOYEE NON-COMPETITION AGREEMENT DATED
NOVEMBER 9, 2002 (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
620,000 SHARES OF THE COMPANY'S STOCK WITH AN EXERCISE PRICE OF GREATER THAN
$2.00 PER SHARE (COLLECTIVELY, THE "REPURCHASE OPTIONS").
IN LIEU OF
ACCELERATED VESTING, AN EXTENSION