Mr. George A. Eldridge
October 1, 2014
The following shall constitute Constructive Termination:
(i) failure of the Company to provide you Base Salary (as may have been increased pursuant to Section 3) and benefits in accordance with the terms of this Agreement, excluding an inadvertent failure which is cured within ten (10) business days following written notice from you to the Company specifying in detail the nature of such failure;
(ii) failure of the Company, or a successor to the Company, to provide you with a position that is equivalent in title, total compensation (salary and bonus), benefits or responsibilities to your then current position within ninety (90) days of a Corporate Transaction resulting in a material diminution of your responsibilities, duties or authority;
(iii) material diminution in the nature or scope of your responsibilities, duties or authority, or a reduction in your Base Salary (as may have been increased pursuant to Section 3) without your prior written consent;
(iv) relocation of your employment by more than fifty (50) miles outside of the Boston, Massachusetts area;
(v) failure of the Company to materially comply with the terms of this Agreement;
(vi) termination of your employment as a result of your death; or
(vii) termination of your employment as a result of the fact that you become disabled during your employment with an illness, injury, accident or condition of either a physical or psychological nature, and, as a result, you are unable to perform substantially all of your duties and responsibilities hereunder, with or without a reasonable accommodation, for one hundred eighty (180) consecutive days in any three hundred sixty-five (365) consecutive calendar days.
Constructive Termination shall also mean failure by the Company, or a successor to the Company, prior to the one (1) year anniversary of a Corporation Transaction to offer you continued employment on mutually acceptable terms pursuant to the terms of a written agreement with the Company, any third party acquiror or any affiliate of the Company or such third party acquiror that contemplates or provides for your continued employment with the Company at any time from and after such Corporation Transaction or for your employment with such acquiror or any affiliate of such acquiror or the Company at any time from and after such Corporation Transaction.
(c) By the Company Without Cause. The Company may terminate your employment hereunder without Cause. In the event of such termination, in addition to Final Compensation, you shall be entitled to the following: (i) the Severance Payment less applicable withholdings and deductions, paid in a lump sum as provided below; (ii) the COBRA Premiums; (iii) the Option Acceleration; and (iv) the Option Extension; provided, however, that the Option Extension period shall not be extended beyond the period of time that would enable the stock option to remain exempt under Section 409A.
Any obligation of the Company to you in Section 8(c) is conditioned upon you signing and returning to the Company a timely and effective Release of Claims. The Release of Claims required for