AREA TO COMMENCE EMPLOYMENT WITH THE COMPANY.
THE FEES AND EXPENSES FOR WHICH
THE EMPLOYEE IS ELIGIBLE FOR REIMBURSEMENT ARE SET FORTH IN EXHIBIT E TO THIS
AGREEMENT.
(B)
FOR ONE YEAR FROM THE DATE THE EMPLOYEE BECOMES CHIEF EXECUTIVE
OFFICER OF THE COMPANY, THE COMPANY WILL ARRANGE FOR TEMPORARY HOUSING, LIVING
EXPENSES (INCLUDING UTILITIES) AND A RENTAL CAR, IN AN AMOUNT TO BE MUTUALLY
AGREED UPON BY THE EMPLOYEE AND THE CHAIRMAN OF THE BOARD
(C)
UNTIL THE EARLIER OF ONE YEAR FROM THE DATE THE EMPLOYEE BECOMES
THE CHIEF EXECUTIVE OFFICER OF THE COMPANY OR UNTIL THE EMPLOYEE RELOCATES HIS
FAMILY TO THE CAMBRIDGE, MASSACHUSETTS METROPOLITAN AREA, THE COMPANY WILL PAY
FOR THE EMPLOYEE TO TRAVEL TO AND FROM HIS HOME IN CALIFORNIA AND CAMBRIDGE,
MASSACHUSETTS AS MUTUALLY AGREED WITH THE CHAIRMAN OF THE BOARD.
3.7
FINANCIAL AND TAX ADVICE.
THE COMPANY WILL REIMBURSE THE EMPLOYEE
UP TO $15,000 FOR ACTUAL FINANCIAL AND TAX ADVISOR FEES INCURRED DURING THE
FIRST YEAR, AND UP TO $5,000 PER YEAR FOR SUCH ACTUAL INCURRED FEES FOR EACH
SUBSEQUENT CALENDAR YEAR, OF HIS EMPLOYMENT PURSUANT TO THIS AGREEMENT.
3.8
WITHHOLDING.
ALL SALARY, BONUS AND OTHER COMPENSATION OR BENEFITS
PAYABLE TO THE EMPLOYEE SHALL BE SUBJECT TO APPLICABLE WITHHOLDINGS AND TAXES.
6
4.
PAYMENTS UPON RESIGNATION BY THE EMPLOYEE WITHOUT GOOD REASON OR
TERMINATION BY THE COMPANY FOR CAUSE.
4.1
PAYMENT UPON VOLUNTARY RESIGNATION OR TERMINATION FOR CAUSE.
IF
THE EMPLOYEE VOLUNTARILY RESIGNS HIS EMPLOYMENT OTHER THAN FOR GOOD REASON (AS
DEFINED IN SECTION 4.2), OR IF THE COMPANY TERMINATES THE EMPLOYEE FOR CAUSE (AS
DEFINED IN SECTION 4.3), THE COMPANY SHALL PAY THE EMPLOYEE ALL ACCRUED AND
UNPAID BASE SALARY THROUGH THE EMPLOYEE'S DATE OF TERMINATION AND ANY VACATION
THAT IS ACCRUED BUT UNUSED AS OF SUCH DATE.
THE EMPLOYEE SHALL NOT BE ELIGIBLE
FOR ANY SEVERANCE OR SEPARATION PAYMENTS (INCLUDING, BUT NOT LIMITED TO, THOSE
DESCRIBED IN SECTIONS 5 AND 6 OF THIS AGREEMENT) OR ANY CONTINUATION OF BENEFITS
(OTHER THAN THOSE PROVIDED FOR UNDER THE FEDERAL CONSOLIDATED OMNIBUS BUDGET
RECONCILIATION ACT ("COBRA")), OR ANY OTHER COMPENSATION PURSUANT TO THIS
AGREEMENT OR OTHERWISE.
THE EMPLOYEE ALSO SHALL HAVE SUCH RIGHTS, IF ANY, WITH
RESPECT TO OUTSTANDING STOCK OPTIONS AND RESTRICTED STOCK GRANTS AS MAY BE
PROVIDED UNDER THE AGREEMENT APPLICABLE TO EACH.
4.2
DEFINITION OF "GOOD REASON".
FOR PURPOSES OF THIS AGREEMENT,
"GOOD REASON" MEANS THE OCCURRENCE, WITHOUT THE EMPLOYEE'S WRITTEN CONSENT, OF
ANY OF THE EVENTS OR CIRCUMSTANCES SET FORTH IN CLAUSES (A) THROUGH (D) BELOW,
PROVIDED, HOWEVER, THAT AN EVENT DESCRIBED IN CLAUSES (A) THROUGH (D) BELOW
SHALL NOT CONSTITUTE GOOD REASON UNLESS IT IS COMMUNICATED IN WRITING, WITHIN 90
DAYS OF THE EVENT GIVING RISE TO THE CLAIM, BY THE EMPLOYEE TO THE BOARD OR ITS
SUCCESSOR AND UNLESS IT IS NOT CORRECTED BY THE COMPANY OR ITS SUCCESSOR AND THE
EMPLOYEE HAS NOT BEEN REASONABLY COMPENSATED FOR ANY LOSS OR DAMAGES RESULTING
THEREFROM WITHIN THIRTY (30) DAYS OF THE COMPANY'S RECEIPT OF SUCH WRITTEN
NOTICE:
(A)