Acceptance and Acknowledgement:

1. Position. You will continue as the [TITLE] of the Company. In this role, you will have the duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities that are customarily associated with your position and those that are assigned to you by the Company’s [Chief Executive Officer/President]. During the term of your employment with the Company, you will devote your full professional time and efforts to the business activities and other activities of the Company, and other activities that may be approved in advance by the Company’s [Chief Executive Officer/President] and/or Board of Directors (the “Board”). Your employment under the terms of this letter agreement shall terminate in accordance with Section 6 below.

2. Start Date. You commenced this position with the Company effective [DATE].

3. Compensation.  

a. Base Salary. You will be paid an annualized base salary of [XXXXXX Dollars ($XXXXXX)]. Your base salary will be payable pursuant to the Company’s regular payroll policy. Your salary shall be reviewed annually and may be adjusted in connection with any such review.

b. Bonus Program. You will be eligible for an annual bonus of up to [XX]% of your annual base salary that will be determined by the Board in its sole discretion based upon achievement of pre-determined performance milestones. This annual bonus is split between corporate performance (XX%) and individual performance (XX%). Any annual bonus, if earned, shall be paid no later than March 15th of the year immediately following the year to which the applicable annual bonus relates.

c. Equity Compensation.  Subject to the approval of the Board, you will be eligible to receive grants of equity compensation, including options to purchase shares of common stock, on an annual basis, in connection with the Company’s regular annual compensation review for all Company employees, including officers.

d. Withholding. The Company shall withhold from any compensation or benefits payable under this letter agreement any federal, state and local income, employment or other similar taxes as may be required to be withheld pursuant to any applicable law or regulation.

4. Vacation & Holidays. You will be eligible for 15 days of “paid time off” each year, one week winter break and Company paid holidays consistent with the Company’s vacation and holiday policy.

5. Benefits. You will be eligible to participate in such medical, retirement and other benefits as are approved by the Board. As is the case with all employee benefits, such benefits will be governed by the terms and conditions of applicable plans or policies, which are subject to change or discontinuation at any time. 

6. At-Will Employment. Your employment with the Company is and shall at all times during your employment hereunder be “at-will” employment. The Company or you may terminate your employment at any time for any reason, with or without Cause, and with or without notice subject to Section 7 below. The “at-will” nature of your employment shall remain unchanged during your tenure as an employee of the Company, and may only be changed by an express written agreement that is signed by you and the Board. 

7. Termination of Employment. For the purposes of this Section 7, the following capitalized terms shall have the meanings set forth below: 

a. Termination for Other than Cause.  If the Company terminates your employment for any reason other than Cause (except for death or Disability), and if such termination is not in connection with or within twelve (12) months following a Change in Control, you will receive the Accrued Benefits (as defined above), and, subject to your compliance with Section 6(e) below, you will be eligible to receive the following: (i) after the execution and delivery of the release of claims referenced below and the expiration of any revocation period without the release being revoked (the “Release Effective Date”), twelve (12) month’s base salary then in effect, less standard deductions and payable in installments in accordance with the Company’s then regular pay policies commencing on the 60th day following the termination of your employment, provided, that the first payment shall include any amounts for the period from the date of termination to the 60th day; and (ii) if you elect to continue your health insurance coverage pursuant to your rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) following the termination of your employment, then the Company shall pay to you your monthly premium under COBRA on a monthly basis until the earlier of (x) twelve (12) months following the effective termination date, or (y) the date upon which you commence full-time employment (or employment that provides you with eligibility for healthcare benefits substantially comparable to those provided by the Company) with an entity other than the Company.  All equity awards then held by you will be governed in accordance with their terms.

b. Termination for Other than Cause following a Change in Control.  If the Company terminates your employment for any reason other than Cause (except for death or Disability) or you resign for Good Reason, and if such termination is in connection with or within twelve (12) months following a Change in Control, you will receive the Accrued Benefits, and, subject to your compliance with Section 6(e) below, you will be eligible to receive the following: (i) after the Release Effective Date, an amount equal to fifteen (15) month’s base salary then in effect and 100% of your target bonus for the year your employment terminates, in each case, less standard deductions and  payable in a single lump sum on the 60th day following the termination of your employment; (ii) if you elect to continue your health insurance coverage pursuant to your rights under COBRA following the termination of your employment, then the Company shall pay to you your monthly premium under COBRA on a monthly basis until the earlier of (x)

fifteen (15) months following the effective termination date, or (y) the date upon which you commence full-time employment (or employment that provides you with eligibility for healthcare benefits substantially comparable to those provided by the Company) with an entity other than the Company; and (iii) full vesting of all outstanding equity awards.

c. Termination for Cause.  If the Company terminates your employment for Cause, at any time, then you will receive no additional compensation other than the Accrued Benefits.

d. Termination for Death or Disability.  If your employment terminates because of your death or Disability, then you will receive the Accrued Benefits and no other amounts.

e. Release.  Eligibility for receipt of the items in Sections 6(a) or (b) (other than the Accrued Benefits) shall be conditioned on your (i) returning to the Company promptly upon the termination of your employment all of its property, including confidential information and all electronically stored information, and (i) signing and not revoking a release of any and all claims, in a form acceptable to the Company (which release shall be provided to you by the Company within 7 days of your employment termination date), provided, that such release shall contain the following provisions in substantially the following form:

(i) For a period of one year following such termination of employment, you agree that you shall not, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, solicit, aid or induce any employee of the Company to leave such employment or to accept employment with any other person, firm, corporation or other entity unaffiliated with the Company or hire any such employee or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee. This paragraph shall not be violated by (1) general advertising or solicitation not specifically targeted at Company-related persons or entities or (2) you serving as a reference, upon request, for any employee of the Company, other than such a reference to a company with whom you are then affiliated; and

(ii) You agree that for the 3-year period following such termination of employment, you shall not, directly or indirectly, orally, in writing or through any medium (including, but not limited to, the press or other media, computer networks or bulletin boards, or any other form of communication) will disparage or defame the goodwill or reputation of the Company or its directors, officers, stockholders, agents and/or employees. Nothing herein shall prohibit you (1) from disclosing that you are no longer employed by the Company, (2) from responding truthfully to any governmental investigation or inquiry by a governmental entity or any other law, subpoena, court order or other compulsory legal process or (3) from rebutting in good faith statements made by the Company that are untrue or misleading.

f. Code Section 280G.  If any of the payments or benefits received or to be received by you (including, without limitation, any payment or benefits received in connection with a Change in Control or your termination of employment, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement, or otherwise (the “Benefit Arrangements”)) (all such payments collectively referred to herein as the “280G Payments”) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code (the “Code”) and would, but for this Section 6(f), be subject to the excise tax imposed under Code Section 4999, then such 280G Payments shall be reduced by the Company (by the minimum possible amounts) by first reducing or eliminating payments which are payable in cash and then by reducing or eliminating payments, rights and benefits which are not payable in

cash, in each case in reverse order beginning with payments, rights or benefits which are to be paid the farthest in time from the Change in Control so that you will not be considered to have received a parachute payment, unless you would receive a greater after-tax amount by receiving all such 280G Payments without reduction pursuant to the foregoing provisions of this sentence.  If two economically equivalent amounts are subject to reduction but are payable at different times, the amounts shall be reduced (but not below zero) on a pro-rata basis.

8. Employee Confidentiality Agreement. As an employee of the Company, you have and will have access to certain Company and third party confidential information and you may during the course of your employment develop certain information or inventions, which will be the property of the Company. To protect the interest of the Company, you have previously signed a “Non-Disclosure and Inventions Assignment Agreement” as a condition of your employment, which shall remain in effect by its terms.

9. Delayed Commencement Date for Payments and Benefits.  

a. The intent of the parties is that payments and benefits under this letter agreement comply with, or be exempt from, Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this letter agreement shall be interpreted to be in compliance therewith or exempt therefrom. If you notify the Company (with specificity as to the reason therefor) that you believe that any provision of this letter agreement (or of any award of compensation, including equity compensation or benefits) would cause you to incur any additional tax or interest under Code Section 409A and the Company concurs with such belief or the Company independently makes such determination, the Company shall, after consulting with you, reform such provision to try to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to you and the Company of the applicable provision without violating the provisions of Code Section 409A.

b. A termination of employment shall not be deemed to have occurred for purposes of any provision of this letter agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this letter agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding any provision to the contrary in this letter agreement, no payments or benefits that are considered “nonqualified deferred compensation” under Code Section 409A to which you otherwise become entitled under this letter agreement in connection with your termination of employment, shall be made or provided to you prior to the earlier of (i) the expiration of the six 6 month period measured from the date of your “separation from service” with the Company (as such term is defined in Code Section 409A) or (ii) the date of your death, if you are deemed at the time of such separation from service to be a “specified employee” under Code Section 409A and if, in the absence of such delay, the payments would be subject to additional tax under Code Section 409A. Upon the expiration of the applicable Code Section 409A (a)(2) deferral period, all payments and benefits deferred pursuant to this Section 8(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or reimbursed to you in a lump sum, and any remaining payments and benefits due under this letter agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

c. All expenses or other reimbursements under this letter agreement shall be made promptly following submission of required documentation, and in any case on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by you (provided that if any such reimbursements constitute taxable income to you, such reimbursements shall be paid no later than March 15th of the calendar year following the calendar year in which the expenses to be reimbursed were incurred), and (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit and (ii) no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year, provided, that the foregoing clause (iii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect.

d. For purposes of Code Section 409A, your right to receive any installment
payment pursuant to this letter agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this letter agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within 30 days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. Notwithstanding any other provision of this letter agreement to the contrary, in no event shall any payment under this letter agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset, counterclaim or recoupment by any other amount payable to you unless otherwise permitted by Code Section 409A.

10. Resolution of Disputes. Any controversy or claim arising out of or relating to your employment, this letter agreement, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, shall be submitted to arbitration in Boston, Massachusetts before a single arbitrator (applying Massachusetts law), in accordance with the National Rules for the Resolution of Employment Disputes then in effect of the American Arbitration Association (“AAA”) as modified by the terms and conditions of this Section 10;  provided, however, that provisional injunctive relief may, but need not, be sought in a court of law while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the underlying matter is finally determined by the arbitrator. The arbitrator shall be selected by mutual agreement of the parties or, if the parties cannot agree, by striking from a list of arbitrators supplied by AAA. The arbitrator shall issue a written opinion revealing, however briefly, the essential findings and conclusions upon which the award is based. Final resolution of any dispute through arbitration may include any remedy or relief which the arbitrator deems just and equitable. Any award or relief granted by the arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction.

11. No Inconsistent Obligations. By accepting this offer of employment, you represent and warrant to the Company that you are under no obligations or commitments, whether contractual or otherwise, that are inconsistent with your obligations set forth in this letter agreement or that would be violated by your employment by the Company. You agree that you will not take any action on behalf of the Company or cause the Company to take any action that will violate any agreement that you have with a prior employer.

12. Miscellaneous.  

a. This letter agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

b. Neither this letter agreement nor any of your rights or obligations hereunder shall be assignable by you.  The Company may assign this letter agreement or any of its obligations hereunder to any subsidiary of the Company, or to any successor (whether by merger, purchase or otherwise) to all or substantially all of the equity, assets or businesses of the Company.  This letter agreement is intended to bind and inure to the benefit of and be enforceable to you and the Company and its permitted successors and assigns.

c. No provision of this letter agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by you and such officer or director as may be designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this letter agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

d. The validity, interpretation, construction and performance of this letter agreement shall be governed by the laws of the Commonwealth of Massachusetts without regard to the choice of law principles thereof.