office as reasonably necessary to perform his job duties and consistent with the above-referenced arrangement. The Company shall pay or reimburse Executive for all legitimate and reasonable business expenses including, but not limited to, travel, lodging and other expenses related to Executive’s travel to, and work at, the Company’s Cambridge, MA office prior to Executive relocating to the Cambridge, MA area, and such payments or reimbursements will be subject to taxes and withholdings to the extent required by applicable law.
(ii)Subject to the Executive relocating to the Cambridge, MA area within the Relocation Period, the Company agrees to reimburse Executive or pay to one or more third parties on Executive’s behalf, as applicable, reasonable and documented expenses incurred in connection with the relocation of Executive (including Executive’s immediate family) to the Cambridge, MA area, up to a maximum aggregate amount of $150,000 (excluding any tax gross up, as described below), including without limitation, (A) the cost of moving Executive’s household goods and up to two (2) vehicles; (B) up to ninety (90) days’ rental expense for a temporary residence in the Cambridge, MA area; (C) non-recurring closing costs associated with the sale of Executive’s primary residence in Princeton, NJ, including without limitation, real estate agent fees incurred by Executive in selling his existing primary residence (up to a maximum of 5% of the sales price) and mandatory sellers’ closing costs; and (D) such other reasonable and documented expenses for travel, lodging, meals and other expenses directly related to Executive’s relocation to the Cambridge, MA area, all in accordance with the Company’s relocation allowance policy as then in effect (collectively, “Relocation Expenses”). In addition, subject to Executive relocating to the Cambridge, MA area with the Relocation Period and upon confirmation of such relocation, Company will pay to Executive a one-time, lump sum in the amount of $10,000 to use in Executive’s discretion to cover expenses related to the relocation of Executive (including Executive’s immediate family) to the Cambridge, MA area, subject to applicable taxes and withholdings and in accordance with the Company’s normal payroll practices (the “Relocation Allowance”).
(iii)To the extent the reimbursement or payment of Relocation Expenses is taxable, Executive acknowledges that the Company will provide Executive with a Form W-2 reporting any taxable portion of such Relocation Expenses, and Executive will be responsible for any taxes or other withholdings associated with the Relocation Expenses; provided that the Company will gross up the taxes incurred on eligible Relocation Expenses reimbursed or paid by the Company, at the then current supplemental Federal tax rate and applicable state, local, Social Security, and Medicare tax rates, and will remit such taxes on Executive’s behalf to the taxing authorities. For the avoidance of doubt, the Company will provide Executive with a Form W-2 reporting any taxable portion of the Relocation Allowance but will not gross up any taxes incurred on the Relocation Allowance, and Executive will be responsible for any taxes or other withholdings associated with the Relocation Allowance. The Form W-2s provided by the Company to Executive will reflect the Relocation Expenses and Relocation Allowance-related income, as applicable, including amounts for grossed-up taxes with respect to the Relocation Expenses and any taxes withheld by the Company with respect to the Relocation Expenses and Relocation Allowance.
(iv)Executive agrees that if (A) within 12 months of the date that Executive relocates to the Cambridge, MA area, the Executive either (x) is terminated for Cause