OR
ELECTION; (B) A MATERIAL ADVERSE CHANGE IN THE EXECUTIVE'S DUTIES, AUTHORITY
AND/OR RESPONSIBILITIES THAT, TAKEN AS A WHOLE, EFFECTIVELY CONSTITUTES A
DEMOTION; (C) OTHER MATERIAL BREACH OF THIS AGREEMENT BY THE COMPANY, INCLUDING
A MATERIAL REDUCTION IN THE BASE SALARY OR TARGET BONUS; OR (D) THE RELOCATION
OF THE OFFICE TO WHICH THE EXECUTIVE IS ASSIGNED TO A PLACE THIRTY-FIVE (35) OR
MORE MILES AWAY FROM CAMBRIDGE, MASSACHUSETTS AND SUCH RELOCATION IS NOT AT THE
EXECUTIVE'S REQUEST OR WITH THE EXECUTIVE'S PRIOR AGREEMENT AND IS OTHER THAN IN
CONNECTION WITH A CHANGE IN LOCATION OF THE COMPANY'S PRINCIPAL EXECUTIVE
OFFICES; PROVIDED, HOWEVER, THAT THE COMPANY'S FAILURE TO CONTINUE THE
EXECUTIVE'S APPOINTMENT OR ELECTION AS A DIRECTOR OR OFFICER OF ANY OF ITS
AFFILIATES, A CHANGE IN REPORTING RELATIONSHIPS RESULTING FROM THE DIRECT OR
INDIRECT CONTROL OF THE COMPANY (OR A SUCCESSOR CORPORATION) BY ANOTHER PERSON
AND ANY DIMINUTION OF THE BUSINESS OF THE COMPANY OR ANY OF ITS AFFILIATES OR
ANY SALE OR TRANSFER OF EQUITY, PROPERTY OR OTHER ASSETS OF THE COMPANY OR ANY
OF ITS AFFILIATES SHALL NOT CONSTITUTE GOOD REASON.
NOTWITHSTANDING CLAUSE
(B) OF THE DEFINITION OF GOOD REASON AND THE PROVISO TO THAT DEFINITION,
HOWEVER, IN THE EVENT THERE OCCURS A CHANGE OF CONTROL (DEFINED IN
SECTION 5(G)(III) HEREOF) AND A RESULTING CHANGE IN THE EXECUTIVE'S REPORTING
RELATIONSHIP, WITHOUT THE EXECUTIVE'S CONSENT, SUCH THAT THE EXECUTIVE IS
REPORTING TO AN EXECUTIVE OFFICER OF A PARENT ENTITY, RATHER THAN TO THE BOARD
OF DIRECTORS OF THE COMPANY (OR A SUCCESSOR CORPORATION) OR TO THE BOARD OF
DIRECTORS OF A PARENT THEREOF, ANY MATERIAL EROSION OF THE EXECUTIVE'S
INDEPENDENT AUTHORITY SHALL IN ITSELF CONSTITUTE GOOD REASON FOR TERMINATION;
PROVIDED THAT THE EXECUTIVE COMPLIES WITH SECTION 5(E)(I) HEREOF AND SUCH
TERMINATION FOR GOOD REASON OCCURS WITHIN TWO YEARS OF SUCH CHANGE OF CONTROL
AND, FURTHER, WITH THE UNDERSTANDING AND AGREEMENT THAT THE FACT THAT THERE HAS
BEEN A CHANGE IN THE EXECUTIVE'S REPORTING RELATIONSHIP SHALL NOT ITSELF
CONSTITUTE AN EROSION OF THE EXECUTIVE'S INDEPENDENT AUTHORITY.
11
(III)
IN THE EVENT OF TERMINATION OF THE
EXECUTIVE'S EMPLOYMENT FOR GOOD REASON IN ACCORDANCE WITH THIS SECTION 5(E), THE
COMPANY SHALL PROVIDE THE EXECUTIVE ANY FINAL COMPENSATION DUE AND SHALL PAY THE
EXECUTIVE ANY ANNUAL BONUS EARNED FOR THE FISCAL YEAR IMMEDIATELY PRECEDING THAT
IN WHICH TERMINATION OCCURS, IF UNPAID ON THE DATE OF TERMINATION, WHICH ANNUAL
BONUS SHALL BE PAYABLE ON THE DATE ANNUAL BONUSES FOR THAT IMMEDIATELY PRECEDING
FISCAL YEAR ARE PAID TO COMPANY EXECUTIVES GENERALLY.
IN ADDITION, THE
EXECUTIVE SHALL BE ENTITLED TO RECEIVE THE SEVERANCE BENEFITS ON THE SAME TERMS
AS WOULD HAVE APPLIED HAD HIS EMPLOYMENT BEEN TERMINATED BY THE COMPANY OTHER
THAN FOR CAUSE IN ACCORDANCE WITH SECTION 5(D) ABOVE; PROVIDED THAT THE
EXECUTIVE SATISFIES ALL CONDITIONS TO SUCH ENTITLEMENT SET FORTH IN
SECTION 5(D)(II) HEREOF, WHICH INCLUDE HIS SIGNING AND RETURN OF A TIMELY AND
EFFECTIVE RELEASE OF CLAIMS AND HIS CONTINUING TO MEET HIS OBLIGATIONS UNDER THE
EMPLOYEE AGREEMENT IN ACCORDANCE WITH