AMENDED AND RESTATED EXECUTIVE SEPARATION PAY AGREEMENT

1. Defined Terms.  Certain capitalized terms used herein are defined on Schedule 1 hereto.

2. At Will Employment.  The Executive’s employment with the Company shall be on an at-will basis, which means that either the Executive or the Company may terminate the employment relationship at any time and for any or no reason.  The Executive shall not be eligible to receive the severance payments and benefits described in this Agreement in the event that (i) the Executive’s employment is terminated by the Company for Cause or due to Executive’s death or Disability, or (ii) the Executive resigns from employment, regardless of the reason(s) for such resignation.

3. Qualified Termination.  Subject to the Executive’s delivery of a Release as described below, if the Executive is discharged by the Company on or after the first anniversary of Executive’s employment with the Company, other than for Cause or Disability, then, the Company will provide the Executive with the payments and benefits described in this Agreement.  Such types of termination of employment are referred to herein as a “Qualified Termination.”

4. Separation Payment.  In the event of a Qualified Termination, in addition to payment of Amounts Due, the Company shall make 26 bi-weekly payments to the Executive in an amount equal to Executive’s bi-weekly base pay at termination in effect on the date of Employee’s separation from service with the Company (the “Date of Termination”).  Such payments shall commence on the first regular bi-weekly payroll after Date of Termination (assuming Employee has delivered the Release described in Section 7) and shall end on the 26th bi-weekly payment, for a total of 12 months of base pay.  Such payment shall be subject to all applicable deductions (legally required payroll tax deductions and any additional elective deductions by the Employee).

5. COBRA Payments.  In the event of a Qualified Termination,  if Executive elects to continue health coverage under the Company’s health plan in accordance with the continuation requirements of COBRA, the Company will pay for the cost of such coverage until the earlier of (i) the date Executive begins full-time employment or full-time self-employment; or (ii) the first month beginning after the date twelve  (12) months after the Date of Termination. 

6. Transition Assistance.  In the event of a Qualified Termination, the Company will provide transition assistance to the Executive having a value of $15,000.  The Company will work with the Executive to provide assistance that meets the needs of the Executive, and will offer support in accordance with the Company’s practices for executive terminations generally.

7. Agreement to Provide Release.  The Company’s obligations to provide the separation payment and benefits set forth in this Agreement are subject to the Executive’s execution, and delivery to the Company of a Release of Claims in the Company’s standard form (the “Release”), a copy of which is available to the Executive on request and such Release, once executed and delivered to the Company, becoming irrevocable and final under applicable law.

8. Section 409A.  Notwithstanding anything to the contrary in this Agreement, if the Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the final regulations and any guidance promulgated thereunder (“Section 409A”) at the time of Executive’s separation from service, and the severance payments and separation benefits payable to Executive, if any, pursuant to this Agreement is considered “nonqualified deferred compensation” as defined pursuant to Section 409A, such payments and benefits shall be made to Executive with the first payroll that is six months and one day following the Executive’s Date of Termination.

9. Change of Control Agreements.      In the event of a termination of Executive’s employment following a Change of Control (as defined in the Change of Control Agreement between the Executive and the Company), the Executive shall be entitled to receive the greater of the amounts and benefits under this Agreement or the Change of Control Agreement but the Executive shall not receive the aggregate of the amounts and benefits under both such agreements.   If the Executive is entitled to receive amounts and benefits under both the Change of Control Agreement and this Agreement, the amount and benefits payable, if any, under the Change of Control Agreement shall be deemed to have been paid first (once actually paid) and, if the amounts and benefits due under this Agreement are greater than those actually paid under the Change of Control Agreement, such excess shall be paid under this Agreement. 

10. Miscellaneous.

10.1 Term of Agreement. The term of this Agreement (the “Term”) shall commence on the date first set forth above and shall continue in effect through January 1, 2021 [except in the case of ▇▇▇▇▇▇▇ ▇. Low, in which the initial termination date is January 1, 2022]; provided, however, that commencing on January 1, 2021 [2022], and each January 1st thereafter, the Term shall automatically be extended for one additional year unless, not later than April 1 of the preceding year, the Company or the Executive shall have given notice not to extend the Term.

10.2 Non-Disclosure of Agreement.  Executive understands that the Company wishes to maintain the confidentiality of the contents of this Agreement.  Executive agrees to limit discussion of

this Agreement and its terms to Executive’s immediate family and professional advisors.  Failure to comply with this commitment is grounds for the Company to deny payment hereunder.

10.3 Binding Effect.  This Agreement shall be binding upon and inure to the benefit of the heirs and representatives of the Executive and the successors and assigns of the Company.  This Agreement shall be binding upon any successor of the Company in accordance with the operation of law and such successor shall be deemed the “Company” for purposes of this Agreement. 

10.4 Notices.  All notices, requests, demands and other communications hereunder shall be in writing and shall be (1) delivered in hand, (2) mailed by United States registered or certified first class mail, postage prepaid, (3) sent by overnight courier, or (4) sent by email, telecopy, facsimile and confirmed by delivery via courier or postal service, addressed as follows:

10.5 No Assignment.  This Agreement is not assignable by the Executive and no payment to be made hereunder shall be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or other charge.  The Company may assign its rights, subject to its obligations hereunder, to a successor to the business of the Company, subject to Section 10.3.

10.6 Execution in Counterparts.  This Agreement may be executed by the parties hereto in two or more counterparts, each of which shall be deemed to be an original, but all such counterparts shall constitute one and the same instrument, and all signatures need not appear on any one counterpart.

10.7 Jurisdiction and Governing Law.  Jurisdiction over disputes with regard to this Agreement shall be exclusively in the courts of the Commonwealth of Massachusetts, and this Agreement shall be construed and interpreted in accordance with and governed by the local laws of the Commonwealth of Massachusetts, other than the conflict of laws provisions of such laws.

10.8 Severability. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be invalid or unenforceable for any reason, such judgment shall not affect, impair or invalidate the remainder of this Agreement.

10.9 Prior Understandings.  This Agreement embodies the entire understanding of the parties hereto, and supersedes all other oral or written agreements or understandings between them regarding the subject matter hereof (provided this Agreement is not intended to supersede the provisions of the Company’s 401(k) plan, Employee Stock Purchase Plan, 2000 Stock Plan, 2012 Equity Incentive Plan and other qualified and nonqualified plans of the Company, or the Change of Control Agreement and the Indemnification Agreement, each between the Executive and the Company ).  Nothing in this Agreement is intended as and shall not be read as a modification of the Indemnification Agreement or the Change of Control Agreement and each of the Indemnification Agreement and Change of Control Agreement shall be and remain in full force and effect in accordance with its terms. 

10.10  Headings The headings in this Agreement are for convenience of reference only and shall not be construed as part of this Agreement or to limit or otherwise affect the meaning hereof. 

10.11 Amendments.  This Agreement may not be altered, amended or modified, except by a further written document signed by the Executive and the Company.

10.12 Limitations on Recovery.  In the event that the Executive institutes legal proceedings to enforce this Agreement, the Executive agrees that the sole remedy available shall be enforcement of the terms of this Agreement and/or a claim for damages resulting from the breach of this Agreement, but that under no circumstances shall the Executive be entitled to receive or collect any damages for claims that Executive has released under the Release.