Effective as of the date hereof (the “ Effective Date ”), you will be employed to serve on a full-time basis as the Company’s Chief Executive Officer.  You will also serve as the Chairman of the Company’s Board of Directors (the “ Board ”) and continue to be a member of the Board.  As the Company’s Chief Executive Officer and Chairman you will perform the duties and responsibilities and have the authority that are consistent with such positions at similarly situated companies; and such other duties and responsibilities as may be reasonably assigned to you by the Board.  You will report to the Board and all other employees will report to the Board through you.  You will be expected to devote your full professional efforts to the performance of your duties and responsibilities for the Company and to materially abide by all Company policies and procedures as in effect from time to time. Moreover, during your employment with the Company, you will be expected to conduct your business activities at all times in accordance with the highest legal, ethical and professional standards. The Company expects that you will perform your services as Chief Executive Officer and Chairman primarily from the Company’s headquarters, which are currently located in Waltham, Massachusetts.