RESCISSION PERIOD PROVIDED THEREBY (WITHOUT THE RESCISSION
HAVING BEEN EXERCISED), YOU SHALL, AS YOUR SOLE AND EXCLUSIVE REMEDY, BE
ENTITLED TO (A) RECEIVE AS SEVERANCE YOUR THEN APPLICABLE BASE SALARY HEREUNDER
FOR A PERIOD OF TWELVE MONTHS (THE "SPECIFIED PERIOD"), PAYABLE IN REGULAR
INSTALLMENTS
2
IN ACCORDANCE WITH THE COMPANY'S APPLICABLE PAYROLL PRACTICE FOR SALARIED
EMPLOYEES, (B) DURING THE SPECIFIED PERIOD, HAVE THE COMPANY MAKE AVAILABLE TO
YOU (AND/OR PAY COBRA PREMIUMS ON) MEDICAL AND DENTAL BENEFITS ON THE SAME TERMS
AND CONDITIONS (INCLUDING CONTRIBUTION TERMS) AS WOULD HAVE BEEN MADE AVAILABLE
TO YOU HAD YOU REMAINED EMPLOYED BY THE COMPANY DURING SUCH PERIOD, AND (C) ONLY
WITH RESPECT TO ANY TERMINATION DESCRIBED IN CLAUSE (X) OR (Y) ABOVE PRIOR TO
PAYMENT OF THE 2005 MINIMUM BONUS, A LUMP SUM PAYMENT OF THE MINIMUM BONUS.
EXCEPT AS EXPRESSLY PROVIDED IN THE PRECEDING SENTENCE, IN THE EVENT OF THE
TERMINATION OF THIS AGREEMENT OR YOUR EMPLOYMENT FOR ANY REASON, THE COMPANY
SHALL HAVE NO FURTHER OBLIGATIONS TO YOU HEREUNDER OR WITH RESPECT TO YOUR
EMPLOYMENT FROM THE EFFECTIVE DATE OF TERMINATION.
"CAUSE" SHALL MEAN THE
OCCURRENCE OF ANY ONE OR MORE OF THE FOLLOWING EVENTS:
(I) YOUR WILLFUL FAILURE
OR GROSS NEGLIGENCE IN PERFORMANCE OF YOUR DUTIES OR COMPLIANCE WITH THE
REASONABLE DIRECTIONS OF THE COO OR THE DESIGNEE THAT REMAINS UNREMEDIED FOR A
PERIOD OF TWENTY (20) DAYS AFTER THE COO OR THE DESIGNEE HAS GIVEN WRITTEN
NOTICE SPECIFYING IN REASONABLE DETAIL YOUR FAILURE TO PERFORM SUCH DUTIES OR
COMPLY WITH SUCH DIRECTIONS; (II) YOUR FAILURE TO COMPLY WITH A MATERIAL
EMPLOYMENT POLICY OF THE COMPANY THAT REMAINS UNREMEDIED FOR A PERIOD OF TWENTY
(20) DAYS AFTER THE COO OR THE DESIGNEE HAS GIVEN WRITTEN NOTICE TO YOU
SPECIFYING IN REASONABLE DETAIL YOUR FAILURE TO COMPLY; OR (III) YOUR COMMISSION
OF (A) A FELONY, (B) CRIMINAL DISHONESTY OR (C) FRAUD. "GOOD REASON" SHALL MEAN
(I) A MATERIAL DIMINUTION IN YOUR DUTIES AND RESPONSIBILITIES DESCRIBED IN
SECTION 1 ABOVE (OTHER THAN AS A RESULT OF YOUR FAILURE TO PERFORM YOUR DUTIES
AND RESPONSIBILITIES IN ACCORDANCE WITH THIS AGREEMENT), (II) A REDUCTION IN
YOUR BASE SALARY, OR (III) YOUR BEING REQUIRED BY THE COMPANY TO PERMANENTLY
RELOCATE YOUR PRIMARY WORK LOCATION TO A LOCATION MORE THAN 50 MILES FROM THE
CURRENT MAYNARD, MA OFFICES OF THE COMPANY, IN EACH CASE OF (I), (II) OR
(III) WHICH CONTINUES UNREMEDIED FOR A PERIOD OF TWENTY (20) DAYS AFTER YOU HAVE
GIVEN WRITTEN NOTICE TO THE COMPANY SPECIFYING IN REASONABLE DETAIL THE RELEVANT
ACTS OR OMISSIONS OF THE TYPE DESCRIBED IN THE FOREGOING CLAUSES (I), (II) OR
(III). IT IS EXPRESSLY UNDERSTOOD THAT UNLESS YOU PROVIDE THE WRITTEN NOTICE
DESCRIBED IN THE IMMEDIATELY PRECEDING SENTENCE WITHIN TWENTY (20) DAYS AFTER
YOU KNOW OR HAVE REASON TO KNOW OF THE OCCURRENCE OF ANY ACT OR OMISSION OF THE
TYPE DESCRIBED IN CLAUSES (I), (II) OR (III) OF THE IMMEDIATELY PRECEDING
SENTENCE, YOU SHALL BE DEEMED TO HAVE CONSENTED THERETO AND SUCH PARTICULAR ACT
OR OMISSION