AND
CAMBRIDGE, MA SO LONG AS EXECUTIVE IS EMPLOYED, WITH PERSONNEL ADMINISTRATIVE
ASSISTANCE CONSISTENT WITH PAST PRACTICE AT CERA.
(B)
EXECUTIVE WILL BE ALLOWED TO TAKE SIX WEEKS PAID VACATION DURING EACH YEAR
OF EMPLOYMENT, WITH NO CARRY FORWARD INTO SUBSEQUENT YEARS OF ANY UNUSED
VACATION TIME,
(C)
EXECUTIVE WILL BE PROVIDED LIFE, LONG-TERM DISABILITY, HOSPITAL, MEDICAL,
DENTAL, AND DISABILITY INSURANCES ("WELFARE BENEFITS") FOR HIMSELF AND HIS
FAMILY UNDER THE PLANS
PROVIDED TO OTHER SENIOR EXECUTIVES OF THE COMPANY (IN
THE EVENT SEPARATE WELFARE BENEFIT PLANS ARE PROVIDED TO SENIOR EXECUTIVES OF
CERA, EXECUTIVE SHALL HAVE THE OPTION TO PARTICIPATE IN EITHER THE COMPANY PLANS
OR THE CERA PLANS).
THE COMPANY WILL CONTINUE THE CERA LIFE INSURANCE BENEFIT
FOR EXECUTIVE EXISTING ON THE DATE HEREOF FOR THE TERM OF THIS AGREEMENT, AND
(D)
EXECUTIVE WILL BE ENTITLED, AT LEVELS COMMENSURATE WITH OTHER SENIOR
EXECUTIVES OF THE COMPANY, TO (I) PARTICIPATE IN ANY
OTHER EMPLOYEE BENEFIT
PLANS NOW IN EXISTENCE OR ESTABLISHED DURING THE EXECUTIVE'S TERM OF SERVICE
HEREUNDER IN WHICH SUCH OTHER SENIOR EXECUTIVES PARTICIPATE GENERALLY, AND (II)
SICK PAY AND OTHER PERQUISITES AVAILABLE TO SUCH SENIOR EXECUTIVES GENERALLY.
3.6
SEVERANCE.
UPON ANY TERMINATION OF
EXECUTIVE'S EMPLOYMENT BY THE COMPANY, EFFECTIVE PRIOR TO THE END OF THE THEN
CURRENT TERM OR ANY THEN CURRENT RENEWAL TERM HEREOF, OTHER THAN PURSUANT TO
SECTION 4.3 BELOW, OR UPON ANY TERMINATION OF EXECUTIVE'S EMPLOYMENT BY
EXECUTIVE PRIOR TO THE END OF THE THEN CURRENT TERM OR ANY THEN CURRENT RENEWAL
TERM HEREOF FOR GOOD REASON, THE COMPANY WILL PAY SEVERANCE ("SEVERANCE") TO
EXECUTIVE (I) EQUAL TO ONE YEAR'S SALARY AT THE EXECUTIVE'S BASE SALARY RATE ON
THE DATE OF TERMINATION, PAYABLE WHEN SALARY PAYMENTS ARE MADE TO OTHER COMPANY
SENIOR EXECUTIVES DURING THE YEAR FOLLOWING THE TERMINATION AND (II) PROVIDE,
OR, AT COMPANY'S OPTION,
PROVIDE PAYMENT FOR THE EQUIVALENT OF, ONE YEAR'S
WELFARE BENEFITS.
SUCH SEVERANCE SHALL BE THE SOLE PAYMENT AND SHALL SATISFY
ALL OBLIGATIONS OF THE COMPANY AND ITS AFFILIATES TO EXECUTIVE IN THE EVENT OF
ANY SUCH TERMINATION OF EXECUTIVE'S EMPLOYMENT AND SHALL BE CONTINGENT ON
EXECUTIVE'S EXECUTION OF THE COMPANY'S STANDARD RELEASE AND WAIVER AGREEMENT.
NO SEVERANCE SHALL BE PAYABLE IN THE EVENT THIS AGREEMENT TERMINATES AT THE END
OF ANY TERM OR RENEWAL TERM PURSUANT TO WRITTEN NOTICE PURSUANT TO SECTION 2
ABOVE OR SECTION 4.2 BELOW.
4.
TERMINATION OF EMPLOYMENT.
4.1
TERMINATION.
EXCEPT AS OTHERWISE PROVIDED
IN SECTION 3.6 ABOVE AND
ELSEWHERE HEREIN, EXECUTIVE'S EMPLOYMENT AND ALL
RIGHTS OF EXECUTIVE HEREUNDER SHALL TERMINATE UPON THE TERMINATION OF THIS
AGREEMENT, AND NEITHER EXECUTIVE NOR HIS SUCCESSORS WILL HAVE ANY RIGHTS
HEREUNDER, EXCEPT WITH RESPECT TO COMPENSATION EARNED BY AND PAYABLE TO
EXECUTIVE HEREUNDER PRIOR TO THE EFFECTIVE DATE OF SUCH
4
TERMINATION AND EXCEPT WITH RESPECT TO ANY RIGHTS OR MONIES VESTED IN
EXECUTIVE'S 401(K) PLAN OR OTHER COMPANY BENEFIT PLANS IN WHICH EXECUTIVE WAS
PARTICIPATING AT THE TIME OF SUCH EFFECTIVE DATE (COLLECTIVELY, "EARNED AND
VESTED BENEFITS").
THIS AGREEMENT AND THE EMPLOYMENT OF EXECUTIVE HEREUNDER
SHALL