STORAGENETWORKS INC
EXECUTIVE RETENTION AGREEMENT
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<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>dex102.htm
<DESCRIPTION>EXECUTIVE RETENTION AGREEMENT
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<TITLE>Prepared by R.R. Donnelley Financial -- EXECUTIVE RETENTION AGREEMENT</TITLE>
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 <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV ALIGN="right"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000"><B>Exhibit 10.2 </B></FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV
ALIGN="center"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000"><B>STORAGENETWORKS, INC. </B></FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV ALIGN="center"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000"><B>Executive Retention
Agreement </B></FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">THIS EXECUTIVE RETENTION AGREEMENT by and between StorageNetworks, Inc., a Delaware corporation
(the &#147;Company&#148;), and Paul C. Flanagan (the &#147;Executive&#148;) is made as of August 8, 2002 (the &#147;Effective Date&#148;). </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman"
SIZE="2" COLOR="#000000">WHEREAS, the Company desires to retain the services of the Executive and, in order to do so, is entering into this Agreement in order to provide compensation to the Executive in the event his employment with the Company is
terminated; </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">WHEREAS, the Company also recognizes that, as is the case with many publicly-held corporations, the
possibility of a change in control of the Company exists and that such possibility, and the uncertainty and questions which it may raise among key personnel, may result in the departure or distraction of key personnel to the detriment of the Company
and its stockholders, and </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">WHEREAS, the Board of Directors of the Company (the &#147;Board&#148;) has determined
that appropriate steps should be taken to retain the Executive and to reinforce and encourage the continued employment and dedication of the Company&#146;s key personnel without distraction from the possibility of a change in control of the Company
and related events and circumstances. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">NOW, THEREFORE, as an inducement for and in consideration of the Executive
remaining in its employ, the Company agrees that the Executive shall receive the severance and bonus benefits set forth in this Agreement and the other benefits described herein in the event the Executive&#146;s employment with the Company is
terminated under the circumstances described below. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">1.&nbsp;&nbsp;<I>Key Definitions</I>. </FONT></DIV>
<DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">As used herein, the following terms shall have the following respective meanings: </FONT></DIV> <DIV><FONT
SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">1.1&nbsp;&nbsp;&#147;<I>Change in Control</I>&#148; means an event or occurrence set forth in any one or more of
subsections (a) through (d) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection): </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV>
<DIV STYLE="margin-left:8%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">(a)&nbsp;&nbsp;the acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
1934, as amended (the &#147;Exchange Act&#148;)) (a &#147;Person&#148;) of beneficial ownership of any capital stock of the Company if, after such acquisition, such Person beneficially owns (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) 50% or more of either (x) the then-outstanding shares of common stock of the Company (the &#147;Outstanding Company Common Stock&#148;) or (y) the combined voting power of the then-outstanding securities of the Company entitled to vote
</FONT></DIV>

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 <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:8%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">generally in the election of directors (the &#147;Outstanding Company Voting
Securities&#148;); <I>provided</I>, however, that for purposes of this subsection (a), the following acquisitions shall not constitute a Change in Control: (i) any acquisition directly from the Company (excluding an acquisition pursuant to the
exercise, conversion or exchange of any security exercisable for, convertible into or exchangeable for common stock or voting securities of the Company, unless the Person exercising, converting or exchanging such security acquired such security
directly from the Company or an underwriter or agent of the Company), (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by
the Company, or (iv) any acquisition by any corporation pursuant to a transaction which complies with clauses (i) and (ii) of subsection (c) of this Section 1.1; or </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV
STYLE="margin-left:8%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">(b)&nbsp;&nbsp;such time as the Continuing Directors (as defined below) do not constitute a majority of the Board (or, if applicable, the Board of Directors
of a successor corporation to the Company), where the term &#147;Continuing Director&#148; means at any date a member of the Board (i) who was a member of the Board on the date of the execution of this Agreement or (ii) who was nominated or elected
subsequent to such date by at least a majority of the directors who were Continuing Directors at the time of such nomination or election or whose election to the Board was recommended or endorsed by at least a majority of the directors who were
Continuing Directors at the time of such nomination or election; <I>provided</I>, <I>however</I>, that there shall be excluded from this clause (ii) any individual whose initial assumption of office occurred as a result of an actual or threatened
election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents, by or on behalf of a person other than the Board; or </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV
STYLE="margin-left:8%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">(c)&nbsp;&nbsp;the consummation of a merger, consolidation, reorganization, recapitalization or statutory share exchange involving the Company or a sale or
other disposition of all or substantially all of the assets of the Company in one or a series of transactions (a &#147;Business Combination&#148;), unless, immediately following such Business Combination, each of the following two conditions is
satisfied: (i) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own,
directly or indirectly, more than 60% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding securities entitled to vote generally in the election of directors, respectively, of the resulting or
acquiring corporation in such Business Combination (which shall include, without limitation, a corporation which as a result of such transaction owns the Company or substantially all of the Company&#146;s assets either directly or through one or
more subsidiaries) (such resulting or acquiring corporation is referred to herein as the &#147;Acquiring Corporation&#148;) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding
Company Common Stock and Outstanding Company Voting Securities, respectively; and (ii) no Person (excluding the Acquiring Corporation or any employee benefit plan (or related trust) maintained or sponsored by the Company or by the Acquiring
Corporation) beneficially owns, directly or indirectly, 20% or more of the then outstanding shares of common stock of the Acquiring Corporation, or of the combined voting power of the then-outstanding securities of such corporation entitled to vote
generally in the election of directors (except to the extent that such ownership existed prior to the Business Combination); or </FONT></DIV> <P></P>
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 <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:8%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">(d)&nbsp;&nbsp;approval by the stockholders of the Company of a
complete liquidation or dissolution of the Company. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">1.2&nbsp;&nbsp;&#147;<I>Change in Control
Date</I>&#148; means the first date during the Term (as defined in Section 2) on which a Change in Control occurs. Anything in this Agreement to the contrary notwithstanding, if (a) a Change in Control occurs, (b) the Executive&#146;s employment
with the Company is terminated less than 180 days prior to the date on which the Change in Control occurs, then for all purposes of this Agreement the &#147;Change in Control Date&#148; shall mean the date immediately prior to the date of such
termination of employment. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">1.3&nbsp;&nbsp;&#147;<I>Cause</I>&#148; means: </FONT></DIV>
<DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:8%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">(a)&nbsp;&nbsp;the Executive&#146;s willful and continued failure to substantially perform his reasonable
assigned duties (other than any such failure resulting from incapacity due to physical or mental illness or any failure after the Executive gives notice of termination for Good Reason), which failure is not cured within 30 days after a written
demand for substantial performance is received by the Executive from the Board of Directors of the Company which specifically identifies the manner in which the Board of Directors believes the Executive has not substantially performed the
Executive&#146;s duties; or </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:8%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">(b)&nbsp;&nbsp;the Executive&#146;s willful engagement in illegal
conduct or gross misconduct that is materially and demonstrably injurious to the Company. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">For purposes of this
Section 1.3, no act or failure to act by the Executive shall be considered &#147;willful&#148; unless it is done, or omitted to be done, in bad faith and without reasonable belief that the Executive&#146;s action or omission was in the best
interests of the Company. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">1.4&nbsp;&nbsp;<I>&#147;Good Reason</I>&#148; means the occurrence,
without the Executive&#146;s written consent, of any of the events or circumstances set forth in clauses (a) through (h) below. Notwithstanding the occurrence of any such event or circumstance, such occurrence shall not be deemed to constitute Good
Reason if, prior to the Date of Termination specified in the Notice of Termination (each as defined in Section 3.2(a)) given by the Executive in respect thereof, such event or circumstance has been fully corrected and the Executive has been
reasonably compensated for any losses or damages resulting therefrom (provided that such right of correction by the Company shall only apply to the first Notice of Termination for Good Reason given by the Executive). </FONT></DIV> <DIV><FONT
SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:8%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">(a)&nbsp;&nbsp;the assignment to the Executive of duties inconsistent in any material respect with the Executive&#146;s
position (including status, offices, titles and reporting requirements), authority or responsibilities in effect as of the Effective Date, or any other action or omission by the Company which results in a material diminution in such position,
authority or responsibilities; </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:8%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">(b)&nbsp;&nbsp;a reduction in the Executive&#146;s annual base
salary as in effect on the Effective date or as the same was or may be increased thereafter from time to time except to the extent that such reduction affects all executive officers of the Company to a comparable extent; </FONT></DIV> <P></P>
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 <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:8%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">(c)&nbsp;&nbsp;the failure by the Company to (i) continue in
effect any material compensation or benefit plan or program (including without limitation any life insurance, medical, health and accident or disability plan and any vacation or automobile program or policy) (a &#147;Benefit Plan&#148;) in which the
Executive participates or which is applicable to the Executive immediately prior to the Effective Date or subsequently adopted, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made, with the
Executive&#146;s written consent, with respect to such plan or program, (ii) continue the Executive&#146;s participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount of
benefits provided and the level of the Executive&#146;s participation relative to other participants, than the basis existing immediately prior to the Effective Date or subsequent to such adoption or (iii) award cash bonuses to the Executive in
amounts and in a manner substantially consistent with past practice in light of the Company&#146;s financial performance; except, in each event, to the extent such failure affects all executive officers of the Company to a comparable extent;
</FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:8%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">(d)&nbsp;&nbsp;a change by the Company in the location at which the Executive performs his
principal duties for the Company to a new location that is both (i) outside a radius of 45 miles from the Executive&#146;s principal residence immediately prior to the Effective Date and (ii) more than 20 miles from the location at which the
Executive performed his principal duties for the Company immediately prior to the Effective Date; or a requirement by the Company that the Executive travel on Company business to a substantially greater extent than required immediately prior to the
Effective Date; </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:8%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">(e)&nbsp;&nbsp;the failure of the Company to obtain the agreement from any
successor to the Company to assume and agree to perform this Agreement, as required by Section 6.1; </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:8%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"
COLOR="#000000">(f)&nbsp;&nbsp;a purported termination of the Executive&#146;s employment which is not effected pursuant to a Notice of Termination satisfying the requirements of Section 3.2(a); or </FONT></DIV> <DIV><FONT
SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:8%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">(g)&nbsp;&nbsp;any failure of the Company to pay or provide to the Executive any portion of the Executive&#146;s
compensation or benefits due under any Benefit Plan within seven days of the date such compensation or benefits are due, or any material breach by the Company of this Agreement or any employment agreement with the Executive. </FONT></DIV> <DIV><FONT
SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">For purposes of this Agreement, any good faith determination of &#147;Good Reason&#148; made by the Executive shall be conclusive, binding
and final. The Executive&#146;s right to terminate his employment for Good Reason shall not be affected by his incapacity due to physical or mental illness. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV
STYLE="margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">1.5&nbsp;&nbsp;&#147;<I>Disability</I>&#148; means the Executive&#146;s absence from the full-time performance of the Executive&#146;s duties with the
Company for 180 consecutive calendar days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the
Executive&#146;s legal representative. </FONT></DIV> <P></P>
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 <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">2.&nbsp;&nbsp;<I>Term of Agreement</I>.&nbsp;&nbsp;&nbsp;&nbsp;This Agreement,
and all rights and obligations of the parties hereunder, shall take effect upon the Effective Date and shall terminate upon the fulfillment by the Company of all of its obligations under this Agreement following a termination of the Executive&#146;s
Employment (the &#147;Term&#148;). </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">3.&nbsp;&nbsp;<I>Employment Status; Termination of Employment</I>.
</FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">3.1&nbsp;&nbsp;<I>Not an Employment Contract</I>.&nbsp;&nbsp;&nbsp;&nbsp;The Executive
acknowledges that this Agreement does not constitute a contract of employment or impose on the Company any obligation to retain the Executive as an employee and that this Agreement does not prevent the Executive from terminating employment at any
time. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">3.2&nbsp;&nbsp;<I>Termination of Employment</I>. </FONT></DIV> <DIV><FONT
SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:8%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">(a)&nbsp;&nbsp;Any termination of the Executive&#146;s employment by the Company or by the Executive (other than due to
the death of the Executive) shall be communicated by a written notice to the other party hereto (the &#147;Notice of Termination&#148;), given in accordance with Section 7. Any Notice of Termination shall: (i) indicate the specific termination
provision (if any) of this Agreement relied upon by the party giving such notice, (ii) to the extent applicable, set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive&#146;s employment
under the provision so indicated and (iii) specify the Date of Termination (as defined below). The effective date of an employment termination (the &#147;Date of Termination&#148;) shall be the close of business on the date specified in the Notice
of Termination (which date may not be less than 15 days or more than 120 days after the date of delivery of such Notice of Termination), in the case of a termination other than one due to the Executive&#146;s death, or the date of the
Executive&#146;s death, as the case may be. In the event the Company fails to satisfy the requirements of Section 3.2(a) regarding a Notice of Termination, the purported termination of the Executive&#146;s employment pursuant to such Notice of
Termination shall not be effective for purposes of this Agreement. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:8%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">(b)&nbsp;&nbsp;The failure by
the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the
Executive or the Company, respectively, from asserting any such fact or circumstance in enforcing the Executive&#146;s or the Company&#146;s rights hereunder. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV
STYLE="margin-left:8%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">(c)&nbsp;&nbsp;Any Notice of Termination for Cause given by the Company must be given within 30 days of the occurrence of the event(s) or circumstance(s),
which constitute(s) Cause. Prior to any Notice of Termination for Cause being given (and prior to any termination for Cause being effective), the Executive shall be entitled to a hearing before the Board of Directors of the Company at which he may,
at his election, be represented by counsel and at which he shall have a reasonable opportunity to be heard. Such hearing shall be held on not less than 30 days prior written notice to the Executive stating the Board of Directors&#146; intention to
terminate the Executive for Cause and stating in detail the particular event(s) or circumstance(s) which the Board of Directors believes constitutes Cause for termination. Any such Notice of Termination for Cause must be approved by an affirmative
vote of two-thirds of the members of the Board of Directors. </FONT></DIV> <P></P>
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 <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:8%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">(d)&nbsp;&nbsp;Any Notice of Termination for Good Reason given by
the Executive must be given within 90 days of the occurrence of the event(s) or circumstance(s), which constitute(s) Good Reason. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"
COLOR="#000000">4.&nbsp;&nbsp;<I>Benefits to Executive</I>. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">4.1&nbsp;&nbsp;<I>Stock
Acceleration</I>. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:8%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">(a)&nbsp;&nbsp;If the Executive&#146;s employment is terminated by the Company
without Cause then, effective upon the date of such termination (a) each outstanding option to purchase shares of Common Stock of the Company held by the Executive (to the extent not then currently exercisable) shall become immediately exercisable
with respect to such additional number of shares of Common Stock as if the Executive had remained employed by the Company for an additional one year period following such termination and shares of Common Stock of the Company received upon exercise
of any options will no longer be subject to a right of repurchase by the Company, (b) each outstanding restricted stock award shall be deemed to be vested (in addition to the amount then vested) as if the Executive had remained employed by the
Company for an additional one year period following such termination and such vested shares will no longer be subject to a right of repurchase by the Company and (c) notwithstanding any provision in any applicable option agreement to the contrary,
each such option shall continue to be exercisable by the Executive for a period of twelve months following the Date of Termination. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:8%; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2" COLOR="#000000">(b)&nbsp;&nbsp;If the Executive&#146;s employment is terminated by the Executive for Good Reason then, effective upon the date of such termination (a) each outstanding option to purchase shares of
Common Stock of the Company held by the Executive (to the extent not then currently exercisable) shall become immediately exercisable with respect to such additional number of shares of Common Stock as if the Executive had remained employed by the
Company for an additional six month period following such termination and shares of Common Stock of the Company received upon exercise of any options will no longer be subject to a right of repurchase by the Company, (b) each outstanding restricted
stock award shall be deemed to be vested (in addition to the amount then vested) as if the Executive had remained employed by the Company for an additional six month period following such termination and such vested shares will no longer be subject
to a right of repurchase by the Company and (c) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive for a period of twelve months following the Date of
Termination. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:8%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">(c)&nbsp;&nbsp;If a Change of Control of the Company occurs during the Term, then,
effective fifteen (15) days prior to the Change in Control Date (a) each outstanding option to purchase shares of Common Stock of the Company held by the Executive (to the extent not then currently exercisable) shall become immediately exercisable
in full and shares of Common Stock of the Company received upon exercise of any options will no longer be subject to a right of repurchase by the Company, (b) each outstanding restricted stock award shall be deemed to be fully vested and will no
longer be subject to a right of repurchase by the Company and (c) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive for a period of twelve months
following the Date of Termination. </FONT></DIV> <P></P>
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 <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">4.2<I>&nbsp;&nbsp;Termination
Compensation</I>.&nbsp;&nbsp;&nbsp;&nbsp;If Executive&#146;s employment with the Company terminates during the Term, the Executive shall be entitled to the following benefits: </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV
STYLE="margin-left:8%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">(a)&nbsp;&nbsp;Termination Without Cause or for Good Reason.&nbsp;&nbsp;&nbsp;&nbsp;If the Executive&#146;s employment with the Company is terminated by the
Company (other than for Cause, Disability or Death) or by the Executive for Good Reason at any time, then the Executive shall be entitled to the following benefits: </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV
STYLE="margin-left:13%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">(i)&nbsp;&nbsp;the Company shall pay to the Executive the following amounts: </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV
STYLE="margin-left:13%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">(1)&nbsp;&nbsp;in cash within 30 days after the Date of Termination the aggregate of the lump sum of (A) the Executive&#146;s unpaid base salary through
the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred or which the Executive forewent, including specifically for 2002 such bonus that the
Executive would otherwise have been eligible to receive but for the reduction or elimination of bonuses payable to executives of the Company) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of
days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued
vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the &#147;Accrued Obligations&#148;); </FONT></DIV> <DIV><FONT
SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:13%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">(2)&nbsp;&nbsp;in a lump sum in cash within 30 days after the Date of Termination an amount equal to (a) the
Executive&#146;s highest annual bonus during the five-year period prior to the Date of Termination in the event of a termination by the Company without Cause and (b) fifty percent of the Executive&#146;s highest annual bonus during the five-year
period prior to the Date of Termination in the event of a termination by the Executive for Good Reason; and </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:13%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"
COLOR="#000000">(3)&nbsp;&nbsp;an amount equal to (a) the Executive&#146;s highest annual base salary during the five-year period prior to the Date of Termination in the event of a termination by the Company without Cause and (b) fifty percent of
the Executive&#146;s highest annual base salary during the five-year period prior to the Date of Termination in the event of a termination by the Executive for Good Reason. The payment of such amount shall, at the Company&#146;s option, be paid
either (x) in a lump sum in cash within 30 days after the Date of Termination or (y) in equal installments during the 12 month period (for a termination by the Company without Cause) or 6 month period (for a termination by the Executive for Good
Reason) following the Date of Termination in accordance with the Company&#146;s then current payroll practices (as such practices may be amended from time to time). </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV
STYLE="margin-left:13%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">(ii)&nbsp;&nbsp;for 12 months after the Date of Termination (for a termination by the Company without Cause), 6 months after the Date of Termination (for a
termination by the Executive for Good Reason), or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive&#146;s
family at least equal to those which would have<I> </I></FONT></DIV> <P></P>
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 <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:13%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">been provided to them if the Executive&#146;s employment had not been
terminated, in accordance with the applicable Benefit Plans in effect on the Effective Date or, if more favorable to the Executive and his family, in effect generally at any time thereafter with respect to other peer executives of the Company and
its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable
to the Executive and his family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his family; </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV
STYLE="margin-left:13%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">(iii)&nbsp;&nbsp;to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits
required to be paid or provided or which the Executive is eligible to receive following the Executive&#146;s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such
other amounts and benefits shall be hereinafter referred to as the &#147;Other Benefits&#148;); and </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:13%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"
COLOR="#000000">(iv)&nbsp;&nbsp;for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained
employed by the Company until 12 months after the Date of Termination. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:8%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"
COLOR="#000000">(b)&nbsp;&nbsp;<I>Resignation without Good Reason; Termination for Death or Disability</I>.&nbsp;&nbsp;&nbsp;&nbsp;If the Executive voluntarily terminates his employment with the Company, excluding a termination for Good Reason, or
if the Executive&#146;s employment with the Company is terminated by reason of the Executive&#146;s death or Disability, then the Company shall (i) pay the Executive (or his estate, if applicable), in a lump sum in cash within 30 days after the Date
of Termination, the Accrued Obligations and (ii) timely pay or provide to the Executive the Other Benefits. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:8%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"
COLOR="#000000">(c)&nbsp;&nbsp;<I>Termination for Cause</I>.&nbsp;&nbsp;&nbsp;&nbsp;If the Company terminates the Executive&#146;s employment with the Company for Cause, then the Company shall (i) pay the Executive, in a lump sum in cash within 30
days after the Date of Termination, the sum of (A) the Executive&#146;s annual base salary through the Date of Termination and (B) the amount of any compensation previously deferred by the Executive, in each case to the extent not previously paid,
and (ii) timely pay or provide to the Executive the Other Benefits. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">4.3&nbsp;&nbsp;<I>Taxes</I>.
</FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:8%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">(a)&nbsp;&nbsp;In the event that the Company undergoes a &#147;Change in Ownership or
Control&#148; (as defined below), the Company shall, within 30 days after each date on which the Executive becomes entitled to receive (whether or not then due) a Contingent Compensation Payment (as defined below) relating to such Change in
Ownership or Control, determine and notify the Executive (with reasonable detail regarding the basis for its determinations) (i) which of the payments or benefits due to the Executive (under this Agreement or otherwise) following such Change in
Ownership or Control constitute Contingent Compensation Payments, (ii) the amount, if any, of the excise tax (the &#147;Excise Tax&#148;) payable pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended (the &#147;Code&#148;), by
the Executive with respect to such </FONT></DIV> <P></P>
 <DIV ALIGN="center"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">8 </FONT></DIV>


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 <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:8%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">Contingent Compensation Payment and (iii) the amount of the Gross-Up Payment (as
defined below) due to the Executive with respect to such Contingent Compensation Payment. Within 30 days after delivery of such notice to the Executive, the Executive shall deliver a response to the Company (the &#147;Executive Response&#148;)
stating either (A) that he agrees with the Company&#146;s determination pursuant to the preceding sentence or (B) that he disagrees with such determination, in which case he shall indicate which payment and/or benefits should be characterized as a
Contingent Compensation Payment, the amount of the Excise Tax with respect to such Contingent Compensation Payment and the amount of the Gross-Up Payment due to the Executive with respect to such Contingent Compensation Payment. The amount and
characterization of any item in the Executive Response shall be final; provided, however, that in the event that the Executive fails to deliver an Executive Response on or before the required date, the Company&#146;s initial determination shall be
final. Within 90 days after the due date of each Contingent Compensation Payment to the Executive, the Company shall pay to the Executive, in cash, the Gross-Up Payment with respect to such Contingent Compensation Payment, in the amount determined
pursuant to this Section 4.3(a). </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:8%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">(b)&nbsp;&nbsp;For purposes of this Section 4.3, the following
terms shall have the following respective meanings: </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:13%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">(i)&nbsp;&nbsp;&#147;Change in Ownership or
Control&#148; shall mean a change in the ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company determined in accordance with Section 280G(b)(2) of the Code. </FONT></DIV> <DIV><FONT
SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:13%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">(ii)&nbsp;&nbsp;&#147;Contingent Compensation Payment&#148; shall mean any payment (or benefit) in the nature of
compensation that is made or made available (under this Agreement or otherwise) to a &#147;disqualified individual&#148; (as defined in Section 280G(c) of the Code) and that is contingent (within the meaning of Section 280G(b)(2)(A)(i) of the Code)
on a Change in Ownership or Control of the Company. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:13%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">(iii)&nbsp;&nbsp;&#147;Gross-Up
Payment&#148; shall mean an amount equal to the sum of (i) the amount of the Excise Tax payable with respect to a Contingent Compensation Payment and (ii) the amount necessary to pay all additional taxes imposed on (or economically borne by) the
Executive (including the Excise Taxes, state and federal income taxes and all applicable employment taxes) attributable to the receipt of such Gross-Up Payment. For purposes of the preceding sentence, all taxes attributable to the receipt of the
Gross-Up Payment shall be computed assuming the application of the maximum tax rates provided by law. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:8%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"
COLOR="#000000">(c)&nbsp;&nbsp;The provisions of this Section 4.3 are intended to apply to any and all payments or benefits available to the Executive under this Agreement or any other agreement or plan of the Company under which the Executive
receives Contingent Compensation Payments. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"
COLOR="#000000">4.4&nbsp;&nbsp;<I>Mitigation</I>.&nbsp;&nbsp;&nbsp;&nbsp;The Executive shall not be required to mitigate the amount of any payment or benefits provided for in this Section 4 by seeking other employment or otherwise. Further, except
as provided in Section 4.2 (a)(ii), the amount of any payment or benefits provided for in this Section 4 shall not be reduced by any compensation earned by the </FONT></DIV> <P></P>
 <DIV ALIGN="center"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">9 </FONT></DIV>


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 <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">Executive as a result of employment by another employer, by retirement benefits,
by offset against any amount claimed to be owed by the Executive to the Company or otherwise. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"
COLOR="#000000">4.5&nbsp;&nbsp;<I>Outplacement Services</I>.&nbsp;&nbsp;&nbsp;&nbsp;In the event the Executive is terminated by the Company (other than for Cause, Disability or Death), or the Executive terminates employment for Good Reason, the
Company shall provide outplacement services through one or more outside firms of the Executive&#146;s choosing up to an aggregate of $25,000, with such services to extend until the earlier of (i) 12 months following the termination of
Executive&#146;s employment or (ii) the date the Executive secures full time employment. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"
COLOR="#000000">5.&nbsp;&nbsp;<I>Disputes</I>. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">5.1&nbsp;&nbsp;<I>Settlement of Disputes;
Arbitration</I>.&nbsp;&nbsp;&nbsp;&nbsp;All claims by the Executive for benefits under this Agreement shall be directed to and determined by the Board of Directors of the Company and shall be in writing. Any denial by the Board of Directors of a
claim for benefits under this Agreement shall be delivered to the Executive in writing and shall set forth the specific reasons for the denial and the specific provisions of this Agreement relied upon. The Board of Directors shall afford a
reasonable opportunity to the Executive for a review of the decision denying a claim. Any further dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in Boston, Massachusetts, in
accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator&#146;s award in any court having jurisdiction. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV
STYLE="margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">5.2&nbsp;&nbsp;<I>Expenses</I>.&nbsp;&nbsp;&nbsp;&nbsp;The Company agrees to pay as incurred, to the full extent permitted by law, all legal, accounting and
other fees and expenses which the Executive may reasonably incur as a result of any claim or contest (regardless of the outcome thereof) by the Company, the Executive or others regarding the validity or enforceability of, or liability under, any
provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive regarding the amount of any payment or benefits pursuant to this Agreement), plus in each case interest on any delayed payment
at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"
COLOR="#000000">5.3&nbsp;&nbsp;<I>Compensation During a Disput</I>e.&nbsp;&nbsp;&nbsp;&nbsp;If the right of the Executive to receive benefits under Section 4 (or the amount or nature of the benefits to which he is entitled to receive) are the
subject of a dispute between the Company and the Executive, the Company shall continue (a) to pay to the Executive his base salary as of the Effective Date (or as the same was or may be increased thereafter from time to time) and (b) to provide
benefits to the Executive and the Executive&#146;s family at least equal to those which would have been provided to them, if the Executive&#146;s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the
Effective Date (or as subsequently adopted or modified with the Executive&#146;s written consent), until such dispute is resolved either by mutual written agreement of the parties or by an arbitrator&#146;s award pursuant to Section 5.1. Following
the resolution of such dispute, the sum of the payments (net of tax and other withholdings) made to the Executive under clause (a) of this Section 5.3 shall be deducted from any cash payment which the Executive is entitled to receive pursuant to
Section 4; and if such sum exceeds the amount of the cash payment which the Executive is entitled to receive pursuant to Section 4, the excess of such </FONT></DIV> <P></P>
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 <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">net sum over the amount of such payment shall be repaid (without interest) by the
Executive to the Company within 60 days of the resolution of such dispute. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">6.&nbsp;&nbsp;<I>Successors</I>.
</FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">6.1&nbsp;&nbsp;<I>Successor to Company</I>.&nbsp;&nbsp;&nbsp;&nbsp;The Company shall require any
successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement to the same extent that the Company
would be required to perform it if no such succession had taken place. Failure of the Company to obtain an assumption of this Agreement at or prior to the effectiveness of any succession shall be a breach of this Agreement and shall constitute Good
Reason if the Executive elects to terminate employment, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination. As used in this Agreement,
&#147;Company&#148; shall mean the Company as defined above and any successor to its business or assets as aforesaid which assumes and agrees to perform this Agreement, by operation of law or otherwise. </FONT></DIV> <DIV><FONT
SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">6.2&nbsp;&nbsp;<I>Successor to Executive</I>.&nbsp;&nbsp;&nbsp;&nbsp;This Agreement shall inure to the benefit of and be
enforceable by the Executive&#146;s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any amount would still be payable to the Executive or his
family hereunder if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the executors, personal representatives or administrators of the
Executive&#146;s estate. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">7.&nbsp;&nbsp;<I>Notice</I>.&nbsp;&nbsp;&nbsp;&nbsp;All notices, instructions and other
communications given hereunder or in connection herewith shall be in writing. Any such notice, instruction or communication shall be sent either (i) by registered or certified mail, return receipt requested, postage prepaid, or (ii) prepaid via a
reputable nationwide overnight courier service, in each case addressed to the Company, at 225 Wyman Street, Waltham, MA 02451, and to the Executive at the Executive&#146;s address indicated on the signature page of this Agreement (or to such other
address as either the Company or the Executive may have furnished to the other in writing in accordance herewith). Any such notice, instruction or communication shall be deemed to have been delivered five business days after it is sent by registered
or certified mail, return receipt requested, postage prepaid, or one business day after it is sent via a reputable nationwide overnight courier service. Either party may give any notice, instruction or other communication hereunder using any other
means, but no such notice, instruction or other communication shall be deemed to have been duly delivered unless and until it actually is received by the party for whom it is intended. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV
STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">8.&nbsp;&nbsp;<I>Miscellaneous</I>. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"
COLOR="#000000">8.1&nbsp;&nbsp;<I>Employment by Subsidiary</I>.&nbsp;&nbsp;&nbsp;&nbsp;For purposes of this Agreement, the Executive&#146;s employment with the Company shall not be deemed to have terminated solely as a result of the Executive
continuing to be employed by a wholly-owned subsidiary of the Company. </FONT></DIV> <P></P>
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 <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">8.2&nbsp;&nbsp;<I>Severability</I>.&nbsp;&nbsp;&nbsp;&nbsp;The
invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. </FONT></DIV> <DIV><FONT
SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">8.3&nbsp;&nbsp;<I>Injunctive Relief</I>.&nbsp;&nbsp;&nbsp;&nbsp;The Company and the Executive agree that any breach of
this Agreement by the Company is likely to cause the Executive substantial and irrevocable damage and therefore, in the event of any such breach, in addition to such other remedies which may be available, the Executive shall have the right to
specific performance and injunctive relief. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">8.4&nbsp;&nbsp;<I>Governing
Law</I>.&nbsp;&nbsp;&nbsp;&nbsp;The validity, interpretation, construction and performance of this Agreement shall be governed by the internal laws of the Commonwealth of Massachusetts, without regard to conflicts of law principles. </FONT></DIV>
<DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">8.5&nbsp;&nbsp;<I>Waivers</I>.&nbsp;&nbsp;&nbsp;&nbsp;No waiver by the Executive at any time of any breach of,
or compliance with, any provision of this Agreement to be performed by the Company shall be deemed a waiver of that or any other provision at any subsequent time. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV
STYLE="margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">8.6&nbsp;&nbsp;<I>Counterparts</I>.&nbsp;&nbsp;&nbsp;&nbsp;This Agreement may be executed in counterparts, each of which shall be deemed to be an original
but both of which together shall constitute one and the same instrument. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">8.7&nbsp;&nbsp;<I>Tax
Withholding</I>.&nbsp;&nbsp;&nbsp;&nbsp;Any payments provided for hereunder shall be paid net of any applicable tax withholding required under federal, state or local law. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV
STYLE="margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">8.8&nbsp;&nbsp;<I>Entire Agreement</I>.&nbsp;&nbsp;&nbsp;&nbsp;This Agreement sets forth the entire agreement of the parties hereto in respect of the
subject matter contained herein and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto in respect
of the subject matter contained herein; and any prior agreement of the parties hereto in respect of the subject matter contained herein is hereby terminated and cancelled, including specifically and without limitation the severance provisions of the
Employment Agreement dated March 15, 1999 between the Company and the Executive and the Contingent Compensation Agreement between the Executive and the Company dated as of August 9, 2001, each of which shall be superseded by the provisions hereof.
<B> </B> </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">8.9&nbsp;&nbsp;<I>Amendments</I>.&nbsp;&nbsp;&nbsp;&nbsp;This Agreement may be amended
or modified only by a written instrument executed by both the Company and the Executive. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"
COLOR="#000000">8.10&nbsp;&nbsp;<I>Executive&#146;s Acknowledgements</I>.&nbsp;&nbsp;&nbsp;&nbsp;The Executive acknowledges that he (a) has read this Agreement; (b) has been represented in the preparation, negotiation, and execution of this
Agreement by legal counsel of the Executive&#146;s own choice or has voluntarily declined to seek such counsel; (c) understands the terms and consequences of this Agreement; and (d) understands that the Company&#146;s outside and in-house counsel
are acting as counsel to the Company in connection with the transactions contemplated by this Agreement, and are not acting as counsel for the Executive. </FONT></DIV> <P></P>
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 <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first set forth above. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV ALIGN="right">
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<TD VALIGN="top" COLSPAN="3" WIDTH="43%"> <DIV><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000"><B>S<SMALL>TORAGENETWORKS</SMALL>, I<SMALL>NC</SMALL>. </B></FONT></DIV> </TD> </TR>
<TR>
<TD HEIGHT="16"> </TD> </TR>
<TR>
<TD VALIGN="top" WIDTH="3%"> <DIV STYLE="margin-left:2%; text-indent:-2%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">By:</FONT></DIV> </TD>
<TD VALIGN="bottom" WIDTH="3%"><FONT FACE="Times New Roman" SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" ALIGN="center" WIDTH="43%"> <DIV ALIGN="center"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;/s/ Dean J. Breda</FONT></DIV> </TD> </TR>
<TR>
<TD> <FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="3%"><FONT FACE="Times New Roman" SIZE="1">&nbsp;</FONT></TD>
<TD> <HR NOSHADE COLOR="#000000"></TD> </TR>
<TR>
<TD VALIGN="top" WIDTH="3%"> <DIV STYLE="margin-left:2%; text-indent:-2%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">Title:</FONT></DIV> </TD>
<TD VALIGN="bottom" WIDTH="3%"><FONT FACE="Times New Roman" SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="43%"> <DIV ALIGN="center"><FONT FACE="Times New Roman" SIZE="1" COLOR="#000000"><B>Vice President and General Counsel</B></FONT></DIV> </TD> </TR>
<TR>
<TD> <FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="3%"><FONT FACE="Times New Roman" SIZE="1">&nbsp;</FONT></TD>
<TD> <HR NOSHADE COLOR="#000000"></TD> </TR>
<TR>
<TD VALIGN="top" COLSPAN="3" WIDTH="43%"> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV ALIGN="center"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">/s/ Paul C. Flanagan</FONT></DIV> </TD> </TR>
<TR>
<TD COLSPAN="3"> <HR NOSHADE COLOR="#000000"></TD> </TR>
 </TABLE> </DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV ALIGN="right">
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<TD VALIGN="top" COLSPAN="3" WIDTH="43%"> <DIV><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000"><B>P<SMALL>AUL</SMALL> C. F<SMALL>LANAGAN</SMALL> </B></FONT></DIV> </TD> </TR>
<TR>
<TD HEIGHT="16"> </TD> </TR>
<TR>
<TD VALIGN="top" WIDTH="3%"> <DIV STYLE="margin-left:2%; text-indent:-2%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">Address:</FONT></DIV> </TD>
<TD VALIGN="bottom" WIDTH="3%"><FONT FACE="Times New Roman" SIZE="1">&nbsp;</FONT></TD>
<TD> <FONT SIZE="1">&nbsp;</FONT></TD> </TR>
<TR>
<TD VALIGN="top" COLSPAN="3" WIDTH="43%"> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <HR NOSHADE COLOR="#000000" ALIGN="left"><DIV><FONT SIZE="1">&nbsp;</FONT></DIV> </TD> </TR>
<TR>
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