COMMONWEALTH OF MASSACHUSETTS

SUFFOLK, ss. SUPERIOR COURT DEPARTMENT

DR/DECISION RESOURCES, LLC,

Plaintiff,

v. 11 - 4707CIVIL ACTION NO.

JAMES M. MCDERMOTT and

QUINTILES TRANSNATIONAL CORP.,RECEiVED

DiC 27 iO"Defendants.

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INTRODUCTION

Plaintiff DR/Decision Resources, LLC ("DR"), brings this action against a former senior

executive, James McDermott ("McDermott"), and his new employer, Quintiles Transnational

Corporation ("Quintiles"). As set forth below, DR has obtained evidence which demonstrates

clead y - and beyond doubt - that McDermott acted as a corporate "Pied Piper" in the falL. of

2010 until his deparre from his senior executive position at DR in January 201 1. Unequivocal

email evidence demonstrates that McDermott worked actively and surreptitiously to bring his

choice team of DR employees with him to Quintiles, in violation ofthe non-solicitation clause

contained in his Employment Agreement and other legal duties owed to DR. Additional email

evidence shows that McDermott continued his Pied Piper efforts after he joined Quintiles in a

senior executive position in the spring of201 1. Moreover, evidence uncovered by DR indicates

that McDermott copied proprietar company data onto a portable hard drive prior to leaving DR

and then conveniently "lost" the hard drive some time in the spring of201 1. The two recruits-

Cheryl Ball and Rob Stolper - similarly took dozens of gigabytes of proprietar data when they

left DR as well. In addition, McDermott has not been truthful about the natue of his Quinties

position when communicating with DR. All ofthis points to a concerted group effort to abscond

with "his team" to Quintiles with a considerable amount of proprietar data. As a result of this

and other misconduct alleged below, DR commenced this action seeking damages to redress

McDermott's breach of contractual nonsolicitation and other legal obligations owed to DR. This

action also seeks damages against Quintiles based on its intentional interference with DR's

contractual rights, and its aiding and abetting of McDermott in his breach of fiduciar duty.

Finally, this action seeks damages associated with McDermott's unauthorized taking of data

from DR computer system shortly before his separation from employment and the resulting

investigative and forensic analysis costs.

PARTIES, JURISDICTION AND VENUE

1. DR is a Delaware limited liability company with a principal place of business at 8

New England Executive Park, Burlington, Massachusetts. DR is the successor in interest to

Decision Resources, Inc., a Massachusetts corporation which was the entity that originally

employed McDermott.

2. McDermott is an individual who resides at 72 Indian Wind Drive, Scituate,

Massachusetts.

3. Quintiles is a corporation organized under the laws of North Carolina with its

principal place of business in Durham, North Carolina. Quintiles does business in Massachusetts

and maintains a location at 10 Fawcett Street in Cambridge, Massachusetts.

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4. The Superior Court has original subject matter jurisdiction over this action

pursuant to M.G.L. c. 212, §§ 3-4 and M.G.L. c. 214, § 1.

5. Pursuant to M.G.L. c. 223, § 2 and Superior Court Administrative Order 03-1,

venue is proper because DR has a usual place of business in Middlesex County and Quinti1es

operates a facility in Middlesex County.

6. Venue in this Court is proper under Mass. Gen. Laws ch. 93 § 42 and 42A.

7. Venue is also proper in this Cour because all paries to this action assent to the

filing in Suffolk Superior Court and the Assignent of this matter to the Business Litigation

Session.

FACTS

Decision Resources

8. DR is a privately-held company founded in 1989. Since that time, DR has grown

into a portfolio of affiliated companies that provide reports, data products, and consulting

services to the biopharmaceutical and medical device industries. DR is a small company. It and

its affiliates employ 450 people worldwide.

9. DR is a premier provider of proprietary analysis and data on the significant issues

facing the biopharaceutical industr. DR offers a varety of research publications, consulting

and advisory services. For over three decades, DR has provided best-in-class, high-value

information and insights on important sectors of the healthcare industry. DR's clients rely on

this analysis and data to make informed, knowledgeable decisions. Analysts at DR provide

biopharaceutical and medical device companies with the critical information they need to

compete and thve in an increasingly competitive marketplace. DR serves a worldwide client

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base, but its principal revenue is derived from products and services provided to

biopharaceutical companies in Nort America, the European Union and Asia.

10. DR's Consulting Division provides its clients with a wide variety of strategic

insight and analysis, leveraging DR's proprietary forecasting, epidemiology and market expertise

that is used to create its proprietary reports and data products licensed to multiple clients. In

paricular, DR's Consulting Division provides forecasts for therapeutic areas related to

population, disease, treatment and geography, portfolio strategy and optimization, product

opportnity assessments, therapeutic strategy and identification of unmet medical needs,

lifecycle management, and integration of primary and secondary research, and customer and

market segmentations, among other things. DR's Consulting Division also provides guidance to

and works with the consulting divisions of affiliated companies, including Milennium Research

Group, Inc., based in Toronto, Canada, which provides consulting servces, data and reports to

companies in the medical device industry.

James McDermott

11. McDermott joined DR in 2001.

12. At all time relevant to this action, McDermott was a senior executive at DR.

Specifically, during the period covering the September 2010 to Januar 2011 timeframe,

McDermott led DR's Consulting Division. His title during this time was Vice President. He was

one of the top executives at DR.

13. In his position at DR, McDermott held a position of high trust and confidence.

McDermott had unfettered access to DR's confidential information, and had considerable contact

and relationships with DR's customers. Among other obligations and duties owed to DR,

McDermott owed fiduciary duties and a duty of loyalty to DR.

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14. McDermott's last day of employment at DR was January 28,2011.

Quintiles

15. Quintile's web site (www.quintiles.com) states that Quinties' consulting servces

include treatment landscape and unet needs identification, molecule and portfolio opportnity

assessments/pipeline prioritization, forecasting input, strategic tactical market segmentation,

pricing strategy and demand forecasting, and lifecycle strategy assessment - all of which are

services also offered by DR. In addition, Quintiles offers consulting services to

biopharaceutical companies, which is the same customer base as DR.

16. Quintiles is a substantially larger company than DR. According to the home page

of its web site, Quintiles employs 22,000 employees in 60 countries.

17. Upon information and belief, Quintiles' consulting business is in the process of

expanding its current services and building a larger global consulting organization to provide

strategic, operational and technical advice to pharmaceutical, biotechnology, and medical device

companies.

DR's Confidential Information

18. DR develops and maintains a wide variety of confidential information. DR's

reports and database products are licensed to clients as confidential information for internal use

only. DR's Consulting Division regularly obtains highly confidential information from its

clients, and provides confidential consultingdeliverables related to its clients' pharmaceutical

products, strategy and business plans. All of DR Consulting Division's contracts with its clients

contain strngent confidentiality clauses.

19. Examples of the types of confidential information that DR uses and maintains as

par of its business include: DR's proprietary information, including business methods,

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forecasting methodology, epidemiology, market analysis, report content and analysis, data

products and computer technology; DR's business development, marketing and sales plans,

strategies and activities; the price, terms and conditions of DR's contracts with its curent and

prospective clients and vendors; the ordering and contracting history of DR's clients; the

identities, needs and requirements of DR's current and prospective clients and vendors; DR's

pricing policies and costs of DR's business; DR personnel information; the strengths and

weakesses of DR's products, offerings and operations; DR's analytical and problem solving

approaches; and any and all "Client Confidential Information," which includes the trade secrets

and confidential information of DR clients, information pertaining to the clients' products,

marketing, business plans and strategy, as well as the existence, details, terms and conditions of

the client's relationship with DR.

20. The confidential information that pertains to DR's development of business

relationships for new and existing clients is some of DR's most valuable information. DR's

Consulting Division relies on obtaining consulting cases for all of its revenue. DR Consulting

obtains consulting cases through personal connections developed over many years with key

decision makers at pharaceutical companies. These relationships take years to foster, in order

to establish credibility and trst in DR's abilty to deliver critical strategic and business insights

related to, for example, confidential drug development plans. Many consulting projects consist

of repeat business from clients who have developed business relationships and trst in DR. For

new and ongoing clierits, the terms of the contract, the topic and scope of each project, pricing

and the identity of key contacts and decision makers is highly valuable and secret information.

21. DR has several proprietary methodologies that are core to its business and would

cause great harm to the company if disclosed to Quintiles. The methodologies include DR's

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forecasting model, patient flow model and treatment paradigm modeL. DR consultants frequently

used these models in their consulting projects, paricularly projects related to product and

opportity assessments, and product and market forecasts. If these proprietary methodologies

were ever disclosed to Quintiles, Quintiles would be in a position to take away any strategic

advantage that DR may have related to submitting proposals and providing consulting services

for those types of consulting projects, and other project areas as welL.

. 22. DR Consulting also obtains consulting cases by responding to a "Requests for

Proposal" ("RFP") sent out by a potential client. Typically, DR must sign a confidentiality

agreement, or have a confidentiality agreement in place, with a client in order to receive the RFP.

In many cases DR may be selected to receive the RFP because it has previously completed a

consulting project for the client or it has developed business relationships with key decision

makers at the client who have licensed DR's multi-client research products and reports.

23. Biopharaceutical companies are highy secretive about their RFP process, the

companies that win the RFP process, and the projects performed by those companies.

Biopharmaceutica:I companies almost never inform consulting companies about which

competitors are bidding on an RFP and who won the RFP process.

24. As a company that provides consulting and analytical services to clients, DR's

confidential information is one of its most valuable and significant assets. DR devotes

considerable attention and resources toward advising employees, customers and prospective

customers as to what information it considers to be confidentiaL. DR implements numerous

measures, policies, and day-to-day practices that are all designed to protect confidential

information. These measures include:

a. As a condition of employment, all DR employees sign either the Obligations

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Agreement that contains a detailed confidentiality section or an employment

agreement that contains a detailed confidentiality section.

b. All DR employees have received the company's Code of Conduct and Business

Ethics, which covers such important topics as confidential information use,

protection of company assets (including data), non-removal or destrction of data,

as described in more detail below.

c. Orientation for new DR employees contains training on the importance of

protecting DR's and client confidential information.

d. The majority of DR's confidential information is contained on its computer

system which has tightly controlled access. Electronic access to DR's computer

system is granted only through a confidential log-in identification and user

password. Employees are required to maintain the secrecy of their individual

passwords, and they are required to change passwords regularly and prohibited

from reusing past passwords. Firewalls are deployed to prevent breach of DR

infrastrctue. Electronic access to systems is tied to a directory system that is

overseen by the Company's Information Technology Departent with

instrctions from Human Resources for hiring and termination of employees.

Employees are granted access to network folders based on the needs of their job

duties. Access to the DR Consulting Division's network folders, which contain

consulting work product and deliverables, is limited to DR Consulting employees

and authorized contractors only.

e. DR employees are required to sign a Network Services Agreement, which

references and incorporates DR's Electronic Communications Policy, both

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discussed below.

f. DR also implements measures to shred hard-copy materials containing

confidential information. DR has locked shredding bins located thoughout its

facility. The shredding bins are regularly emptied and shredded by a contractor

that has contractual confidentiality obligations.

g. Access to DR's facilities is restricted and employees may only enter by using

electronic access cards that track incoming personneL. In addition, DR tightly

limits physical access to its IT infrastructure. Facilities where DR's servers and

network data center are located are protected by securty systems. Access to those

areas is strctly limited to few employees who have separate security codes to gain

entr to those areas.

h. Upon termination of employment, DR's Human Resources deparent regularly

provides the outgoing employee with a written reminder of his or her obligation to

return all company data and property, and to refrain from using or disclosing any

confidential information.

25. All DR employees have received the Code of Conduct and Business Ethics which

contains a section on detailing the employee's responsibilities with regard to the protection of

company assets. A copy of the Code of Conduct and Business Ethics is attached hereto as

Exhibit A. Specifically, the Code of Conduct and Business Ethics provides, in pertinent par:

You have a personal responsibilty to protect the assets of the Company from misuse ormisappropriation. The assets of the Company include tangible assets, such as products,equipment and facilties, as well as intangible assets, such as corporate opportnities,intellectual property, trade secrets and business information (including any non-publicinformation learned as an employee, offcer or director of the Company). ... TheCompany's assets may only be used for business puroses and such other puroses as areapproved by the Company. You must not take, make use of, or knowinglymisappropriate the assets of the Company,

for personal use, for use by another, or for

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an improper or illegal purpose. You are not permitted to remove, dispose of, or destroyanything of value belonging to the Company without the Company's express priorwritten consent, including both physical items and electronic information.

See Code of Conduct and Business Ethics, § 4 and 4.1 (emphasis added), Ex. A.

26. The Code of Conduct and Business Ethics further provides:

If you are entrusted with information of a confidential or proprietar natue (about theCompany, its suppliers, customers or other constituents), you must not disclose thatinformation outside the Company, either durng or after servce with the Company,except with written authorization of the Company or as may be otherwise required bylaw. You may not use confidential information for your own personal benefit or thebenefit of persons or entities outside the Company. Confidential information includes allnon-public information leared as an employee, officer or director ofthe Company. Itincludes, but is not limited to:

~ Non-public information that might be (i) of use to competitors, suppliers, vendors,joint ventue parners or others, (ii) of interest to the press, or (iii) harful to theCompany or its customers, if disclosed;

~ Non-public information about the Company's financial condition, prospects or plans,its marketing and sales programs and research and development information, as wellas information relating to mergers and acquisitions, stock splits and divestitues;

~ Non-public information concerning possible transactions with other companies orinformation about the Company's customers, suppliers or joint venture parners,which the Company is under an obligation to maintain as confidential;

~ Non-public information about discussions and deliberations, relating to businessissues and decisions, between and among employees, offcers and directors; and

~ Non-public information about fellow employees or any other individuals about whomthe Company may hold information from time to time.

In addition to this policy, you are required to comply with your wrtten agreement withthe Company pertaining to protection of Confidential Information or ProprietaryInformation.

See Code of Conduct and Business Ethics, § 4.3, Ex. A.

Agreements Signed by McDermott

27. McDermott executed an employment agreement with DR dated as of December 8,

2003 and the First Amendment to Employment Agreement effective as of December 22, 2008,

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(collectively, the "Employment Agreement"). A copy of the Employment Agreement, as

amended, is attached as Exhibit B.

28. Section 6 of the Employment Agreement prohibits McDermott indefinitely from

using or disclosing any DR "Proprietar Information," which is defined to include but not be

limited to: "information regarding research and development activities; computer software;

product designs, prototypes and technical specifications; show-how and know-how; business

plans and strategies; pricing and costing policies; customer and supplier lists; and nonpublic

financial information ...." See Employment Agreement § 6(a), Ex. B.

29. The Employment Agreement contains key additional restrictive covenants, which

prohibit McDermott from engaging in certain conduct both durng employment and after the

termination of his employment as follows:

a. McDermott is prohibited from soliciting any DR employees or customers during

employment and for a period of two years after the termination of employment.

Specifically, the Employment Agreement provides that:

"you shall not engage in the activities set forth in clauses (a) and (b) below,whether as an owner, par-owner, partner, director, officer, trustee, employee,agent, consultant, joint venturer, stockholder, representative, sole proprietor,independent contractor or in any other capacity. (b) Nonsolicitation. So long asyou are employed by the Company, and for the period ending two (2) years aftertermination of such employment, you shall not, directly or indirectly (a) solicit,divert or take away any existing customer or business of the Company, or (b) hire,engage, retain, or solicit as an employee, consultant or in any other capacity anyoffcer, director, manager, employee or consultant employed by the Company atthe time of, or at any time in the twelve-month period prior to, your hiring,engagement, retention or solicitation of such person.." See EmploymentAgreement § 8(b), Ex. B.

30. McDermott also signed DR's Network Services Agreement, which states that "I

have read and do understand the ELECTRONIC COMMUNICATIONS POLICY. In

consideration for having access to and using DR's information, equipment or technology. .11

servces, I agree to be bound by and comply with all requirements to the ELECTRONIC

COMMUNICATIONS POLICY. I further agree that upon request or upon termination of

employment with DR, that I will return all hardware; software; client/company confidential

information; manuals and access cards in my possession." (Emphasis added.) See McDermott

Network Services Agreement dated August 29,2001, attached hereto as Exhibit C. The

Electronic Communications Policy attached to both Network Services Agreements states, among

other things, that: "Computers... and content including electronic messages, documents,

graphics HTML pages, and printed or electronic versions of all other information are the

property of ¡DR!, ¡d. (emphasis added). The Electronic Communications Policy further

cautions that the employee's electronic communications activities may not be used for purposes

that violate and federal or state law, and includes as an example "material protected by trade

secret." ¡d. The Policy also states: "It is the responsibilty of each employee who utilzes

electronic communications to safeguard Company information assets by understanding and

complying with this policy and the related guidelines, as set forth in the Confidential Nature of

Company Affairs Policy."

3 l. By signng the Network Services Agreement, McDermott simultaneously agreed

to comply with DR's Confidential Nature of Company Affairs Policy. This policy informs

employees of their ongoing obligation to protect from disclosure the confidential information of

the company and its clients. The pertinent part of the policy states:

The internal business affairs ofthe Company, paricularly confidentialinformation, represent proprietar assets that each employee has a continuingobligation to protect.

1 Information designated as confidential is to be discussed with no one outside theCompany and discussed within the organization only on a "need to know" basis.In addition, employees have a responsibility to avoid unecessary disclosure ofnon-confidential internal information about the Company, its employees, itsclients, and its suppliers. This responsibility is not intended to impede normal

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business communications and relationships; rather, it is intended to alertemployees to their obligation to use discretion to safeguard internal Companyaffairs.

2. Decision Resources, Inc. 's reputation is based to an important degree upon the

guarantee to handle all information disclosed by its clients in a professional andconfidential maner. We incorporate this guarantee in terms of our contracts. Wehave a standard of professional conduct to maintain, but also, as a corporation, weare legally responsible in the event that we fail to preserve confidentiality. Boththe company and its staff members share in this responsibility.

A copy of the Confidential Nature of Company Affairs Policy is attached asExhibitD.

Cheryl Ball and Robert Stolper

32. DRhired Cheryl Ball as a Principal Consultant on or about October 4,2004. DR

promoted Ball to Vice President, Consulting in February 2011.

33. DR hired Stolper as a consultant on or about January 5, 2004. He was promoted

to Senior Consultant in early 2005, Principal Consultant in 2007, and Vice President, Consulting

in Februar 2011.

34. As Principal Consultants and Vice Presidents, both Ball and Stolper had primary

responsibilty for developing and maintaining business relationships with several large

pharaceutical companes that are among DR's largest clients. They managed consulting cases,

prepared client deliverables and presentations, supervised junior consultants, and wrote

consulting proposals. Both Ball and Stolper traveled frequently to meet face-to-face with key

decisionmakers of pharmaceutical companies for client management, business development, and

consulting presentations. They also assisted DR and its affliated companies with due diligence

on potential acquisitions. In addition to her biopharaceutical clients, Ball also had client

relationships with and provided consulting services to medical device companies.

35. As Principal Consultants and Vice Presidents of DR's consulting team, both Ball

and Stolper were privy to DR's confidential strategic plans, decision-making, and financial

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performance information. They both participated in management meetings, operational review

meetings, and strategic planing sessions where such confidential information was routinely

discussed. Ball and Stolper paricipated in creating sales forecasts and revenue forecasts.

36. As a result of their high-level positions at DR, both Ball and Stolper had

considerable first-hand customer relations experience with DR's customers. Ball and Stolper

know what services particular customers preferred to purchase and how DR would propose

pricing arangements for paricular customers. Ball and Stolper know how DR goes about

fashioning pricing options for consulting to accommodate customer needs. DR customer pricing

proposals and arrangements are confidential and provided to each customer on an individual

basis. Ball and Stolper also know which customer relationships may be the most vulnerable and

why.

37. In order to perform their duties and responsibilities as consultants at DR, both

Ball and Stolper necessarily had access to a considerable amount of DR's confidential

information. In addition, both Ball and Stolper had full access to highly confidential information

of clients served by the consulting team, including client agreements, contracts, pricing,

quotations, proposals, responses to RFPs, and client deliverables including interview

questionnaires used for primar research, interview results, and PowerPoint presentations with

strategic recommendations.

38. At all times relevant to this action, both Ball and Stolper reported to McDermott.

Chronology of Events

39. Upon information and belief, in July 2010 Quintiles retained Korn Ferr

International to conduct a search for a Managing Director of its Market Intelligence and

Commercial Analytics division ("Managing Director Position").

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40. Upon information and belief, Quintiles sought to expand its Market Intellgence

and Commercial Analytics consulting practice.

41. Upon information and belief, Quintiles instrcted Korn Ferr to recruit a group of

people, in addition to the Managing Director Position, to accomplish this goal.

42. On September 8, 2010, a recruiter named Chrs Redding from Korn Ferr emailed

McDermott about a potential job at Quintiles.

43. The description of the potential job at Quintiles indicated that one of the key

responsibilities of the Managing Director Position would be to develop a team of consultants.

44. The Managing Director Position job description described business goals that

were the same as, or at least substantially similar to, the business goals that McDermott was

already pursuing on behalf of DR.

45. On September 10,2010, McDermott responded to Redding's email and indicated

that he would be interested in discussing the Quintiles position further. McDermott provided his

webmail address Oxmmcd@comcast.net) to Redding for future correspondence.

46. Also on September 10, 2010, McDermott sent an email to Stolper and informed

Stolper that he had been approached about a new position to lead a consulting division of a

company that was pursuing business goal that were "very similar" to DR's. McDermott

informed Stolper that the recruiter was looking for someone to leave with a group of other

employees. McDermott prepared a redacted version of the Quintiles Managing Director Position

job description and sent it to Stolper to see ifhe could guess which company was looking to hire

a group. Finally, McDermott told Stolper that he would pursue more information and asked

Stolper to let him know ifhe found it interesting.

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47. Upon information and belief, McDermott communicated with Korn Perr further

about the Managing Director Position.

48. Upon information and belief, McDermott communicated with Quintiles directly

about the Managing Director Position. Upon information and belief, Quintiles offered the job to

McDermott near the end of2010.

49. Upon information and belief, McDermott provided a copy of his Employment

Agreement to Quintiles during the fall of 20 10 when he was being considered for the Managing

Director Position.

50. Upon information and belief, during his intervew process at Quintiles

McDermott sought to convince Quintiles to also hire Ball and Stolper. McDermott engaged in

this conduct while he was stil employed as a senior executive at DR.

51. Upon information and belief, at some point between September and December

2010, McDermott communicated verbally with Jay Norman ("Norman"), the head of Quintiles

Consulting (and McDerott's then-future boss), about the prospect of Quintiles also hiring Ball

and Stolper away from DR, as a package deaL. Upon information and belief, Norman agreed to

meet with Ball and Stolper at McDermott's urging.

52. On December 7,2010, McDermott used his personal webmail to communcate

with Jay Norman ("Norman"), the head of Quintiles Consulting (and McDermott's then-futue

boss), to arange a time for Stolper and Ball to meet with Norman. McDermott was so confident

that the initial intervew between Ball, Stolper and Norman would go well that he suggested

scheduling a follow-up meeting in advance ofthe first intervew. McDermott prepared detailed

bios for both Ball and Stolper and forwarded them to Norman.

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53. In an effort to convince Quintiles to hire Ball and Stolper, McDermott strongly

advocated in their favor in a December 7,2010 email to Norman as follows:

Attached are short bios for Rob and Cheryl to give you a little insight into theirbackground; resumes can be provided under separate cover. However, a littlemore detail might help. Cheryl is my most senior Principal and has extensivemarket research experience and also has the most significant quantitative researchbackground. Most importantly, I look to Cheryl to take an active role in managingmany of the details of our growing team and she also manages one of our mostsignificant, continuous client relationships. Rob has been with me the longest andis one of my most creative staff members. I look to Rob to work with me ondeveloping new concepts (such as the Value Matrx/Strategy products) and he is asuperb project leader and client relationship manager. He also has primeresponsibility for managing two of our larges t client relationships. Together theywork with me to both make the trains run on time, encourage and extend ourinternal culture and, most importantly, to build the business. At this time in theircareers they are ready and looking for something new and what I have sharedabout the New Health initiative at Quintiles has greatly interested them. I lookforward to your feedback and to our next steps.

54. Also on December 7,2010, Norman's secretary sent a copy of Norman's bio to

McDermott and asked that McDermott provide it to Ball and Stolper in advance of the first

interview. Upon information and belief, McDermott provided Norman's bio to Ball and Stolper

in advance of their first intervew.

55. With McDermott's assistance, Norman's secretar arranged a meeting between

Norman, Ball and Stolper at the Hilton.Logan Airport at 6:00 p.m. on December 7,2010.

56. On December 8, 2010, Norman's secretary contacted McDermott in an attempt to

arrange a meeting between Ball, Stolper and another executive at Quintiles named Matt Eberhart

on the afternoon of the 8th. This meeting never occurred.

57. On or about December 10,2010, McDermott communicated with Ball and Stolper

about their availabilty to meet with Eberhart on December 21, 2010 at the Boston Harbor HoteL.

McDermott handled the communications V\ith Ball and Stolper in connection with setting up the

second Quintiles interview (with Eberhart).

17

58. Upon information and belief, Ball and Stolper met with Eberhar as scheduled.

59. Upon information and belief, on or about Januar 4,2011, Ball, Stolper and

McDermott met for lunch to discuss their efforts to secure employment for Ball and Stolper at

Quintiles, and their plan to join Quintiles together.

60. Despite extensive communcations between McDermott, Ball and Stolper about

joining Quintiles, and despite having already attended two interviews with Quintiles, on January

5,2011 Stolper received an email at his DR email address from a recruiter at Korn Ferr

purporting to soliciting his potential interest in a potential job for an undentified employer.

Stolper replied that he was interested in discussing the opportnity. The follow-up email

exchanges between Korn Ferr and Stolper occurred conspicuously using his DR company email

address.

61. Korn Ferr similarly emailed Ball on or about Januar 5,2011.

62. McDermott tendered his resignation to DR on or about January 18,2011.

McDermott's last day at DR was January 28,2011. At the time McDermott left DR, he

represented to DR that he would be working in "operations" and not in a consulting role. DR

trsted him and believed him.

63. Upon information and belief, the duties that McDermott is required to perform in

the Managing Director Position cause him to violate the nonsolicitation and non-disclosure

restrictions of the Employment Agreement.

64. After he commenced employment at Quintiles in the Managing Director Position,

McDermott continued to press for the hiring of Ball and Stolper.

65. Upon information and belief, McDermott, Ball and Stolper met on or about

Februar 8,2011 for drinks to continue discussing their efforts to join Quintiles as a team.

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Consistent with their conduct in 2010, Ball, Stolper and McDermott continued to utilize their

personal webmail addresses to communcate with each other about their efforts to join Quintiles

as a team in order to avoid detection by DR. In advance of ths meeting, McDermott informed

Ball and Stolper by email on Februar 5,2011, that he has continued to "lay the groundwork" at

Quintiles to recruit them both away :fom DR. McDermott informed Ball and Stolper that he had

"lots to share" in connection with his laying the groundwork for Ball and Stolper to join

Quintiles.

66. By email on Februar 28,2011, Ball, Stolper and McDermott sought to arrange

another meeting. Upon information and belief, the purose of this meeting was to discuss the

status of their efforts to have Ball and Stolper join Quintiles.

67. Upon information and belief, McDermott's efforts to bring Ball and Stolper with

him to Quintiles lost momentum during the mid-February to March 2011 timeframe. By email

on March 23,2011, Ball and Stolper communicated about their fears that McDermott was not

following through on the plan to bring them over to Quintiles.

68. On March 29,2011, Stolper sent his resume to Stephanie Durkin at Korn Ferr.

Durkin responded by indicating that Rachel Ramsey would be in touch with him soon to set up

the "next steps."

69. On or about April 4, 2011, McDermott spoke with Ball by telephone about their

efforts to join Quintiles as a team. Upon information and belief, McDermott also spoke with

Stolper on or about the same date. As of this date, McDermott was stil working internally at

Quintiles to move their hiring of Ball and Stolper forward. When McDermott spoke with Ball,

he indicated that he could potentially use a competing job offer as leverage to move the Quintiles

hiring process along more quickly.

19

70. Upon information and belief, McDermott met with Norman on AprilS, 2011 for

the purpose of pushing forward with hiring Ball and Stolper.

71. On AprilS, 2011, McDermott emailed Ball and Stolper in order to arange

another meeting with Norman, Ball and Stolper on April 7, 2011 at the Starbuck's located near

Fresh Pond Circle. In setting up this meeting, McDermott indicated that he hoped that "this is

progress," toward the goal of Ball and Stolper leaving DR to join Quintiles.

72. On April 6, 2011, an internal recruiter from Quintiles named Brooke Haddock

emailed both Ball and Stolper to set up intervews at Quintiles.

73. Both Ball and Stolper attended several interviews at Quintiles during the month of

April 201 1. During this period, McDermott directed subordinates (including Carolyn'Child) at

Quintiles to arange for further interviews of Ball and Stolper. McDermott was regularly cc'd on

Quintiles's internal emails concerning interview logistics for Ball and Stolper. Among the

several interviews scheduled, McDermott "interviewed" Stolper on April 14,2011. Upon

information and belief, McDermott was similarly scheduled to "interview" Ball also on the 14th

of April, 2011.

74. By emails on May 9 and 10,2011, McDermott, Ball and Stolper aranged to meet

for drinks. McDermott indicated that he had a nice chat with Norman, presumably about Ball

and Stolper's impending move to Quintiles. Upon information and belief, when they met for

drinks McDermott informed Ball and Stolper that Quintiles intended to extend them offers of

employment.

75. Norman was integrally involved in the recruitment of Ball and Stolper. Upon

information and belief, Norman's executive assistant coordinated additional recruiting related

20

contacts with Ball and Stolper. Upon information and belief, Norman was aware that

McDermott had signed the Employment Agreement with DR.

76. On May 11, 2011, Quintiles extended a verbal job offer to Stolper. Upon

information and belief, Quintiles extended a verbal job offer to Ball on the same date.

77. Upon information and belief, Brooke Haddock informed Ball and Stolper that

they would be reporting to McDermott initially when they joined Quintiles.

78. At around this time McDermott told Stolper that he was going to see what he

could do to get them to a place where they would be happier, with regard to the salar being

offered by Quintiles.

79. On May 18, 2011, Quintiles extended a wrtten job offer to Stolper. Quintiles

offered Stolper the position of Senior Director, Consulting, reporting to John Doyle, the Senior

Vice President of Consulting, with a planned start date of June 20, 2011. Quintiles explained

this job to Stolper, in par, as follows: "We invite you to join us as we seek to help our alles in

the biophara space navigate the New Health. Quintiles is the only fully integrated

biopharaceutical servces company. We offer a range of services to test, market and even fud

new drugs. We help biophara companies streamline their processes, improve productivity and

develop better value for their products in the marketplace. Weare delighted to offer you the

position of Senior Director, Consulting."

80. Quintiles likewise extended a written job offer to Ball on or about May 18, 2011.

Quintiles offered Ball the position of Senior Director, Consulting, reporting to John Doyle, the

Senior Vice President of Consulting, with a planed star date of June 20, 2011.

81. Both Ball and Stolper accepted their Quintiles job offers by notifyng McDermott,

who then informed Brooke Haddock.

21

82. On May 27,2011, Stolper gave Sarah Fuller, President of DR, two weeks' notice

that he was resigning from his position at DR. Stolper told Fuller and Chief Human Resources

Officer Mary Carrgan that he had accepted a position at Quintiles in which he would be

developing new products using Quintiles' intellectual property, and that he would not be

providing consulting services.

83. On or about May 24,2011, Ball notified Cargan and Fuller that she would be

resigning from DR. Ball told Cargan and Fuller that she had received several job offers, and

that she would be taking time off to decide which one to accept.

84. The representations made by both Ball and Stolper were not true, as both Ball and

Stolper had plans to join Quintiles as consultants covering the biopharma market space before

they resigned from DR. Upon information and belief, their misrepresentations were designed to

divert DR's attention away from their deparre to Quintiles.

85. Ball's last day of work at DR was June 7, 2011. Stolper's last day of work at DR

was June 10,2011.

86. On June 15, 2011, DR leared that Ball had accepted an offer at Quintiles.

87. Upon information and belief, the jobs that Ball and Stolper are pedorming at

Quintiles are in the same market space that they previously covered for DR, and performing the

same type of consulting services.

88. Ball and Stolper commenced employment at Quintiles on or around August 8,

2011.

Post-Termination Events

89. As a result of Ball and Stolper's joint departe, DR grew suspicious about

McDermott's role at Quintiles and involvement in the recent departres, as well as the accuracy

of prior representations provided to DR by McDermott. After investigation, DR learned that

22

McDermott's role at Quintiles was substantially different than he previously represented it would

be. McDermott previously represented that he would be working in operations and not

consulting, but he actually assumed a leading role within Quintiles' Market Intelligence

consulting practice. These events caused great concern to DR.

90. DR retained outside counsel and a computer forensic analyst to assist in its

investigation of McDermott's, Ball's and Stolper's joint departre.

91. In sum, DR's computer forensic analyst determined that both Ball and Stolper had

attached portable data storage devices to their work computers before they left DR and had

downloaded tens of thousands of data files, most of which was proprietary and confidential

information. DR's counsel commenced suit against Ball and Stolper in Middlesex Superior

Cour and obtained a partial injunction against them. That case is currently in the initial phase of

discovery.

92. DR's forensic analyst also determined that McDermott had attached a portable

hard drive device to his work computer in the period shortly before his last day of work. Based

on DR's investigation, and upon information and belief, it appears that McDermott's portable

hard drive contained a wide varety of confidential DR information.

93. McDermott took the hard drive with him when he left DR. DR demanded its

retu once it realized that he had attached it to his work computer, but McDermott to d~te has

failed to return the hard drive. McDermott claims that the hard drive has been lost.

94. The investigation into the deparres of McDermott, Ball, and Stolper and

resulting state cour litigation against Ball and Stolper has caused DR to incur considerable

expense and distraction from ongoing operations. DR has devoted substantial employee time to

its investigation, as well as more than $40,000 spent on a forensic computer expert.

23

95. The loss of Ball and Stolper has caused DR to suffer, and wil continue to cause

DR to suffer, a loss of revenue.

96. The loss of Ball and Stolper has caused DR to incur other costs related to fillng

their vacated positions.

97. As ths case has developed, DR has been required to commit additional resources

(time, attention, and dollars) to address the substantial issues relating to its stolen data. This

process is stil underay, and DR continues to incur additional expense in connection with its

investigation of McDermott's, Ball's, and Stolper's conduct and misappropriation of its trade

secrets, confidential and proprietary information.

CLAIMS

COUNT IBreach of Contract

(Against McDermott)

98. DR realleges, as if fully set forth herein, the allegations contained in paragraphs 1

through 97 above.

Employment Agreement

99. McDermott's Employment Agreement contains restrictive covenants.

100. The restrctive covenants are intended and necessary to protect DR's legitimate

business interests.

101. The restrctive covenants are reasonably drawn to protect these interests.

102. The Employment Agreement is a valid and enforceable contract between DR and

McDermott.

103. McDermott, by his unilateral and concerted conduct in fuherance of lurng Ball

and Stolper away from DR to Quintiles, has breached the nonsolicitation obligation set forth in

the Employment Agreement.

24

25

113. Upon information and belief, McDermott continues to wrongfully retain DR's

confidential data and other documents and company property, and he copied some or all of the

electronic data onto other computers or devices.10.'

114. As a result of McDermotts breach ofthe Network Servces Agreement, DR has

sustained and stands to suffer irreparable injur. DR has no adequate remedy at law since the

damages it suffered, and wil continue to suffer, in connection with the divulgence of

confidential information, by the loss of goodwil, customers, and revenue is incalculable and

irreparable.

115. Accordingly, a permanent injunction compelling McDermott's specific

performance of the Network Services Agreement is the only remedy that wil afford DR

meaningful and immediate relief.

116. As a result ofMcDermotts breach of his contractual obligations, DR has

suffered, and wil continue to suffer, substantial damages, to be determined by a jury.

COUNT IIBreach Of The Implied Covenant Of Good Faith And Fair Dealing

(Against McDermott)

117. DR realleges, as if fully set forth herein, the allegations contained in paragraphs 1

though 116 above.

118. McDermott, through his actions set forth above, including the data theft, wrongful

retention of data, and blatantly soliciting the joint deparre of Ball and Stolper, has breached the

implied covenant of good faith and fair dealing that is implied into his agreements with DR, as a

result of which DR has been and wil continue to be signficantly hared.

119. McDermott is liable to DR for all damages DR sustained as a result of his breach

of the implied covenant of good faith and fair dealing.

26

COUNT IIIBreach of Fiduciary Duty

(Against McDermott)

120. DR realleges, as if fully set forth herein, the allegations contained in paragraphs 1

through 119 above.

121. McDermott's position as Vice President and head of consulting at DR created a

confidential relationship between DR and McDermott.

122. In his position as Vice President and head of consulting, McDermott had the

confidence of DR, was an agent of DR, and was bound to act in good faith, and in the interests of

DR.

123. By engaging in the conduct described above concernng his efforts to act as a pied

piper and recruit a team of employees away from DR and join him at Quintiles, as well as to take

and retain proprietary data (as well as for Ball and Stolper's related theft of proprietary data) all

while stil employed as a senior executive of DR, McDermott has breached the fiduciar duty

owed by him to DR.

124. As a result of McDermott's breach of his fiduciar duty, DR has suffered, and

wil continue to suffer, substantial damages, to be determined by a jur.

COUNT iVBreach of Duty of Loyalty

(Against McDermott)

125. DR realleges, as if fully set forth herein, the allegations contained in paragraphs 1

through 124 above.

126. By engaging in the conduct described above, McDermott has breached the duty of

loyalty owed by him to DR.

127. By engaging in the conduct described above, McDermott has breached his duty to

presere confidential and other proprietary information that he leared while employed at DR.

27

128. As a result of McDermott's breach of his duty to preserve confidential and other

proprietar information of DR, DR has sustained and stands to suffer irreparable injury. DR has

no adequate remedy at law since the damages it suffered, and wil continue to suffer, in

connection with the divulgence of confidential information, by the loss of goodwil, customers,

and revenue is incalculable and irreparable.

129. Accordingly, DR is entitled to a permanent injunction compelling McDermott's

compliance with his ongoing obligation to preserve confidential and other proprietar

information of DR to afford DR meaningful and immediate relief

130. McDermott's breach has caused and is continuing to cause DR irreparable har,

the continued risk of irreparable har, and monetar damages.

COUNT VMisappropriation of Trade Secrets

in Violation of Mass. Gen. L. c. 93, §§ 42 and 42A(Against McDermott)

131. DR realleges, as if fully set forth herein, the allegations contained in paragraphs 1

through 130 above.

132. McDermott, through the conduct described above, misappropriated, with the

intent to convert to his own use, DR's trade secrets and confidential information.

133. Upon information and belief, McDermott has used and/or disclosed DR

confidential information.

134. McDermott has no rightful claim of interest in DR's trade secrets and confidential

information.

135. DR takes reasonable precautions to preserve its trade secrets and confidential

information.

28

136. The actions of McDermot,t are causing irreparable har and/or threaten to cause

irreparable harm to DR which is not compensable through money damages.

137. DR has a substantial likelihood of success on the merits of its claims.

138. Through injunctive relief, no har wil accrue to McDermott as he has no rightful

claim to DR's trade secrets and confidential information.

139. McDermott's actions have damaged DR. McDermott is liable to DR, including

double damages.

COUNT VICivil Conspiracy

(Against McDermott)

140. DR realleges, as if fully set forth herein, the allegations contained in paragraphs 1

through 139 above.

141. By engaging in the foregoing conduct, and doing so with full knowledge of each

other's actions, McDermott entered into an agreement with Ball and Stolper to accomplish an

unlawful purpose or to accomplish a lawful purpose by unlawful means.

142. McDermott's actions have resulted in actual damages to DR in an amount to be

determined at triaL.

COUNT VIIReplevin, Mass. Gen. L. ch. 247, § 7

(Against McDermott)

143. DR realleges, as if fully set forth herein, the allegations contained in paragraphs 1

through 142 above.

144. Upon information and belief, McDermott, both during his employment at DR and

in connection with his deparre from DR, unlawfully copied trade secrets and other confidential

data from DR's computers.

29

145. Upon information and belief, McDermott currently possesses numerous

confidential documents owned by DR on other computers or devices to which he attached the

portable data storage device described above.

146. DR has a right to immediate possession of such property, the value of which

exceeds the statutory minium ($20.00).

147. McDermott's continued possession of DR's confidential property is wrongful, and

he should be compelled to return it immediately.

COUNT VIIIComputer Fraud and Abuse Act

(Against McDermott)

148. DR realleges, as if fully set forth herein, the allegations contained in paragraphs 1

through 147 above.

149. 18 U.S.C. § 1 030(a)(2)(C) of the Computer Fraud and Abuse Act prohibits the

intentional accessing of a protected computer and obtaining information without authorization.

150. McDermott's authorization to have access DR's computers ended when he began

acting for the benefit of, and/or as agent of, his new employer.

151. McDermott's authorization to have access to DR's computers ended when,

without the knowledge of DR, he acquired interests adverse to DR.

152. McDermott's authorization to have access to DR's computers ended when,

without the knowledge of DR, he breached his fiduciary duty and duty ofloyalty to DR and

breached his varous contracts (described above) with DR.

153. McDermott acted without authorization and/or excèeded his authorized access to

DR's computers withn the meanng of 18 U.S.C. § 1030(c) when, acting for the benefit of

himself and/or Quintiles, with interests adverse to DR and/or in breach of his duty ofloyalty to

30

DR and their contractual obligations, he obtained information in his computer and removed said

information from DR's premises that he were not entitled to obtain and remove.

154. As a result of McDermotts misconduct, DR has been damaged by an amount in

excess of$5,000 to be determined at triaL.

COUNT IXIntentional Interference With Contractual Relations

(Against Quintiles)

155. DR realleges, as if fully set forth herein, the allegations contained in paragraphs 1

though 154 above.

156. DR has contracts with McDermott, as well as with Ball and Stolper.

157. Quintiles knew about DR's contracts with McDermott, Ball and Stolper, and

intentionally and wilfully interfered with the contractual relationship between DR and

McDermott, Ball and/or Stolper.

158. Quintiles' interference was intentional, and it did so improperly and without

justification, in order to reap the benefits from its actions.

159. As a result of Quintiles' tortious interference with DR's contracts, DR has

suffered, and wil continue to suffer, substantial damages, to be determined by a jury.

COUNT XAiding and Abetting Breach of Fiduciary Duty

(Against Quintiles)

160. DR realleges, as if fully set forth herein, the allegations contained in paragraphs 1

though 159 above.

161. DR had a fiduciar relationship with McDermott.

162. As set forth above in Count III, McDermott breached his fiduciar duty to DR.

163. Quintiles knew that McDermott was a senior executive at DR and would therefore

owe a fiduciar duty to DR.

31

164. Quintiles knowingly participated in McDermott's breach of his fiduciary duty to

DR.

165. As a result of Quintiles' conduct, DR has suffered, and wil continue to suffer,

substantial damages, to be determined by ajury.

PRAYER FOR RELIEF

WHEREFORE, DR respectfully requests that the Court grant the following relief:

1. injunctive relief;

2. judgment on Counts I through X;

3. damages in an amount to be determined at trial;

4. double damages; .

5. costs, reasonable attorneys' fees, and interest;

6. order specific performance of the obligations owed in McDermott's contract, to

put DR in a position that it would have been if McDermott had complied with his

contract; and

7. such other relief as the Cour deems just and proper.

JURY DEMAND

DR hereby demands a trial by jury on all claims raised in its Complaint that are so triable.

32

Dated: December 27, 2011

Respectfully submitted,

DR/DECISION RESOURCES, LLC

"

Mark . Whit , sq. BO #637054Nicole S. Corvini, Esq. BO #670587MORGAN, BROWN & JOY, LLP200 State StreetBoston, MA 02109Phone (617) 523-6666Fax (720) 293-9696mwhitney@morganbrown.com

33

EXHIBIT A

DECISION RESOURCES, INC.

CODE OF BUSINESS CONDUCT AND ETHICS

1. Your Obligations

This Code of Business Conduct and Ethics (this "Code") is designed to promote honest, ethicaland lawful conduct by all employees, officers and directors of Decision Resources, Inc. and allsubsidiaries and affliates (collectively, the "Company"). This Code is intended to help youunderstand the Company's standards of ethical business practices and to stimulate awareness ofethical and legal issues that you may encounter in carring out your responsibilities to theCompany. In addition, independent contractors, consultants, agents and sales representativeswho represent the Company are expected to apply the same high standards while working onCompany business.

The actions of every employee, offcer and director affect the reputation andintegrity of the Company. Therefore, it is essential that you take the time to reviewthis Code and develop a working knowledge of its provisions. You are required tocomplete a certficate attestig to compliance with the Code upon becoming anemployee, offcer or director and, thereafter, on an anual basis.

At all times, you are expected to:

); A void conflcts between personal and professional interests where possible;

); Disclose any conflct to a supervisor or the Company's Legal Departent and

otherwise pursue the ethical handling of conflcts (whether actual or apparent)

when conflicts or the appearance of conflicts are unavoidable;

); Provide accurate and complete information in the course of fulfilling your

obligations and communicate information in a timely manner;

); Provide full, fair, accurate, timely, and understandable disclosure in the

periodic reports required to be fied by the Company with regulators and in otherpublic communications made by the Company;

); Comply with all applicable laws, regulations and Company policies;

); Seek guidance where necessar from a responsible supervisor;

); Promptly report any violations of this Code to the Legal Deparent; and

); . Be accountable personally for adherence to this Code.

22-1

WHO DO I CONTACTFOR GUIDANCE OR TO REPORT CONCERNS?

If you believe a situation may involve or lead lo a violation of this Code, you have anaffirmative duty to seek guidance and report such concerns.

· Seek guidance from a responsible supervisor (for example, your immediatesupervisor, a deparent head or location manager) or other appropriate

internal authority (for example, the Human Resources department).

· Disclose concerns or violations of this Code to the Legal Departent.

Legal Department

Lori Silver, General Counsel

Lsilver@resources.com

(781) 296-2665

It is the Company's policy to encourage the communication of bona fide concernsrelating to the lawful and ethical conduct of business, and audit and accountingprocedures or related matters. It is also the policy of the Company to protectthose who communicate bona fide concerns from any retaliation for suchreporting.

This Code is part of a broader set of Company policies and compliance procedures described ingreater detail in the Company's employee manuals and distributed memoranda. This Code is notintended to supersede or materially alter specific Company policies and procedures already inplace and applicable to paricular employees as set fort in the Company's employee manualsand distributed memoranda, andcoInunicated to Company employees.

No Company policy can provide definitive answers to all questions. It is difficult toanticipate every decision or action that you may face or consider. Whenever there isdoubt about the right ethical or legal choice to make, or questions regarding anyof the standards discussed or policies referenced in this Code, you should fullydisclose the circumstances, seek guidance about the right thing to do, and keep

asking until guidance is obtained. The earlier a potential problem is detected andcorrected, the better off the Company will be in protecting against har to theCompany's business and reputation.

2

Those who violate the standards in this Code wil be subject to disciplinary action.Failure to follow this Code, as well as to comply with federal, state, local and anyapplicable foreign laws, and the Company's corporate policies and proceduresmay result in termination of employment.

2. Compliance with Laws, Rules & Regulations

The Company requires you to comply with all applicable laws, rules and regulations in countneswhere the Company does business. Violation of domestic or foreign laws and regulations maysubject you, as well as the Company, to civil and/or cnminal penalties. To assure compliancewith applicable laws and regulations, the Company has established varous policies andprocedures. You have an obligation to comply with these policies and procedures and topromptly alert a responsible supervisor, Legal Department, or other appropriate internal authontyof any deviation from them.

Legal compliance is not always intuitive. To comply with the law, you must learn enough aboutthe national, state and local laws that affect your work at the Company to spot potential issuesand to obtain proper guidance on the nght way to proceed. When there is any doubt as to thelawfulness of any proposed activity, you should seek advice from the Company's LegalDepartent.

Certin legal obligations and policies that are particularly importt to our business andreputation are summarzed below. Further information on any of these matters may be obtainedfrom the Company's Legal Departent.

3. Conflicts of Interest

The Company expects you to exercise good judgment and the highest ethical standards in youractivities on behalf of the Company as well as in your pnvate activities outside the Company.Paricular care should be taken to ensure that no detrment to the interests of the Company (orappearance of such detrment) may result from a conflct between those interests and anypersonal or business interests which you may have. In particular, you have an obligation toavoid any activity, agreement, business investment or interest or other situation that might in factor in appearance cause you to place your own interests, or those of another, above yourobligation to the Company. Care should be taken about the appearance of a conflict since suchappearance might impair confidence in, or the reputation of, the Company even if there is noactual conflict and no wrongdoing.

Whle it is not possible to describe or anticipate all the circumstaces that might involve aconflict of interest, a conflict of interest may anse whenever you take action or have intereststhat may make it difficult to perform your work objectively or effectively or when you (or an"imediate family member," as defined below) receive improper personal benefits as a result ofyour position or relationship with respect to the Company. Conflcts may, depending on thecircumstances, anse where you (or your immediate family member or an entity with which youare closely affliated):

3

~ Solicit or accept from customers, suppliers or others dealing with the Company

any kind of gift or other personal, uneared benefits as a result of your position orrelationship with respect to the Company including payment or reimbursement oftravel and meal expenses (other than non-monetary items of nominal intrsic

value);

~ Have a financial interest in the Company's competitors, customers, suppliers orothers dealing with the Company (excluding interests that are 2% or less of theoutstanding securities of a publicly-traded corporation or equivalent percentage ofownership interests in an unincorporated business);

~ Have a consulting, managerial or employment relationship with a competitor,customer, supplier or others dealing with the Company;

~ Acquire real propert, leaseholds, patents or other propert or rights in which theCompany has, or you know or have reason to believe at the time of acquisitionthat the Company is likely to have, an interest related to the business of theCompany; or

~ Have a material interest in a transaction involving indebtedness or a guarantee ofindebtediiess (excluding amounts due for purchases of goods and services subjectto usual trade terms, for ordinary business travel and expense payments and forother transactions in the ordinary course of business).

An "immediate family member" includes your spouse, parents, stepparents, children,stepchildren, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, brothers- andsisters-in-law, and any person (other than a tenant or employee) sharing your household.

If your immediate family member is employed by a client or potential client of Company orotherwise involved in or in a position to influence a client or potential client's procurement ofCompany's products or services, you are required to notify Human Resources.

In all instances where the appearance of a conflict exists, you must disclose the nature of theconflict to Human Resources or the Legal Deparent. Company policy prohibits conflcts ofinterest, except as approved by:

~ The Audit Committee, with respect to conflcts of interest related to directors,director nominees and executive offcers; or

~ Senior management, with respect to conflcts of interest related to all otherpersons.

3.1 Gifs and Gratuities

You and your immediate family members are prohibited from requesting, accepting or offeringany form of under-the-table payment, kickback, bribe, rebate, barter or other improper payment

4

or gratuity in connection with any corporate expenditue or sale of goods or services. If

approached with such an offer, you should contact a responsible supervisor, Legal Departent orother appropriate internal authority imediately.

3.2 Loans and Guarantees

You and your immediate family members must not accept loans or guarantees of obligations(except from banks or other entities that provide such services in the normal course and at ars'length) from any individual, organization or entity doing or seeking to do business with theCompany. You should report any offer of such a loan to a responsible supervisor, the ChiefEthics Officer, Chief Legal Counsel, Legal Deparent or other appropriate internal authority.

3.3 Outside Employment

The Company's employees and offcers are expected to devote their full time and attention to theCompany's business during regular working hours and for whatever additional time may berequired. Outside business activities can easily create conflicts of interest or diminishproductivity and effectiveness. For these reasons, employees and officers should avoid outsidebusiness activities that divert their time and talents from the Company's business. Though theCompany encourages professional activities and community involvement, special care inust betaken not to compromise duties owed to the Company. Employees and offcers are expected todisclose the nature of any non-Company activity for which compensation is received.

3.4 Memberships on Boards and Committees

You must obtain approval from the Company's Legal Departent or the Board before agreeingto serve on the board of directors or similar body of a for-profit enterprise or governent agency.

Serving on boards of not-for-profit or community organizations does not require prior approvalprovided that such service does not interfere with the performance of your responsibilities orotherwise conflict with the Company's interests. If service with a not-for-profit or communtyorganization creates a situation that poses a conflct of interest with the Company (for example,the organization solicits chartable contrbutions from the Company or purchases significantservices from the Company), you should contact the Company's Legal Departent for approvalto continue such service.

3.5 Political and Other Outside Activities

In addition, prior to seeking any election or appointment to public office, you must notify yoursupervisor, Legal Deparent or the Board to clarify the Company's position in the event thecandidacy is successful or the appointment is made. Written approval must be obtained.

Subject to the limitations imposed by this Code, each employee and officer is free to engage inoutside activities that do not interfere with the performance of his or her responsibilities orotherwise conflict with the Company's interests. Where activities may be of a controversial orsensitive nature, employees and officers are expected to seek the guidance. of a responsiblesupervisor or the Legal Departent before engaging in such activities. You must not use yourCompany position or title or any Company equipment, supplies or facilities in connection with

5

outside activities, nor may you do anytng that might infer sponsorship or support by theCompany of such activity, uness such use has been approved in writing by the LegalDepartent.

4. Protection and Proper Use of Company Assets

You have a personal responsibility to protect the assets of the Company from misuse ormisappropriation. The assets of the Company include tangible assets, such as products,equipment and facilities, as well as intangible assets, such as corporate opportnities, intellectualproperty, trade secrets and business information (including any non-public information learedas an employee, offcer or director of the Company).

4.1 Theft/isuse of Company Assets

The Company's assets may only be used for business purposes and such other puroses as areapproved by the Company. You must not take, make use of, or knowingly misappropriate theassets of the Company, for personal use, for use by another, or for an improper or ilegalpurpose. You are not permtted to remove, dispose of, or destroy anything of value belonging tothe Company without the Company's express prior written consent, including both physicalitems and electronic information.

4.2 Corporate Opportunities

You must not, for personal or any other person's or entity's gain, deprive the Company of anybusiness opportty which could be construed as related to any existing or reasonablyanticipated futue activity of the Company. If you learn of any such opportity though yourassociation with the Company, you may not disclose it to a third part or invest in theopportnity without first offering it to the Company. Nor should you use Company propert,information or position for personal gain.

You must not paricipate in an intial public offering or otherwise accept special investmentopportties from a supplier, vendor (including banks or financial advisers), or customer withwhom the Company is doing business or that is seeking to sell products or services to theCompany without first disclosing the opportnity to the Company's Legal Departent.

4.3 Confidential Information

If you are entrsted with information of a confidential or proprietary nature (about the Company,its suppliers, customers or other constituents), you must not disclose that information outside theCompany, either durg or after service with the Company, except with written authorization ofthe Company or as may be otherwise required by law. You may not use confidential informationfor your own personal benefit or the benefit of persons or entities outside the Company.

Confidential information includes all non-public information leared as an employee, officer ordirector of the CompaIY. It includes, but is not limited to:

6

)0 Non-public information that might be (i) of use to competitors, suppliers, vendors,joint venture parters or others, (ii) of interest to the press, or (iii) harmful to theCompany or its customers, if disclosed;

)0 Non-public information about the Company's financial condition, prospects or

plans, its marketing and sales programs and research and development

information, as. well as information relating to mergers and acquisitions, stocksplits and divestitues;

)0 Non-public information concerning possible transactions with other companies or

information about the Company's customers, suppliers or joint venture parers,which the Company is under an obligation to maintain as confidential;

)0 Non-public information about discussions and deliberations, relating to businessissues and decisions, between and among employees, offcers and directors; and

)0 Non-public information about fellow employees or any other individuals about

whom the Company may hold information from time to time.

In addition to this policy, you are required to comply with your written agreement with theCompany pertainig to protection of Confidential Information or Proprietar Information.

4.4 Privacy and HIP AA De-identifed Patient Data

Most countres have data privacy laws regulating the collection and use of personal data, whichis any information that directly or indirectly identifies a natural person, although the tyes of datacovered, the natue of the protection and local enforcement mechanisms vary. Examples ofpersonal data include personal, employment, medical, financial and education and traininginformation. All employees are responsible for ensuring compliance with the data privacyrequirements under the laws, rules and regulations of the applicable countres and with theposted privacy policies of each of Company's operating companies.

Each privacy policy of Company requires that individuals be:

)0 notified about the purpose for which the Company collects and uses informationabout them;

)0 provided with information about how to contact the Company with any inquiries orcomplaints, the tyes of thd paries to which the Company discloses the information,

and the choices and means offered for limiting its use and disclosure;

)0 given the opportnity to choose whether their personal information will be disclosedto a third par or used for a different or incompatible purpose; and

)0 given access to personal information about them that the Company holds andpermitted to correct, amend, or delete that information where it is inaccurate.

In addition, you are required to:

7

~ take reasonable precautions to protect personal information from loss, misuse and

unauthorized access, disclosure, alteration and destrction;

~ take reasonable steps to ensure that personal information is reliable for its intendeduse, accurate, complete, and current;

~ use personal information only for the puroses for which it was obtained or provided,

and report and comply with any individual's request to opt-out of sharig personalinformation with other DR! companies or third parties for marketing purposes;

~ access such personal data only on an as-needed basis, and

~ report any improper use or disclosure of such personal data, as well as successfulsecurty breaches, to the Chief Information Officer immediately upon becomingaware.

Certain employees of Company who have access to patient-level data that has beenstatistically certified as de-identified under the United States Health Insurance Portabilityand Accountability Act of 1996, as amended (HIP AA) are required to comply with theCompany's Data Privacy and Security Compliance Policy. The policy prohibitsemployees from using such data in an attempt to re-identify any patients or from usingsuch data in a manner that might lead to the identification of any individuals subject tothe data. In addition, the policy requires electronic and physical security measures to

protect the data.

Any violations or concerns about the Company's privacy policies or the Data Privacy andSecurity Compliance Policy should be reported to the Legal Departent.

4.5 Network Use, Integrity & Security

The Company reserves the right to monitor or review any and all data and information containedon any employee's or officer's computer or other electronic device issued by the Company. Inaddition, the Company reserves the right to monitor or review an employee's or officer's use ofthe Internet, Company Intranet and Company e-mail or any other electronic communicationswithout prior notice, to the extent permitted by local law.

Access to Company systems will be revoked and disciplinar action may be taken in the eventthat such systems are used to commit ilegal acts, or to violate the nondiscrimiation,harassment, pornography, solicitation or proprietary information terms of ths Code, or any other

terms of this Code.

In order to maintain systems integrity and protect the Company network, no employee or offcershould divulge any passwords used to access any Company computer or database.

8

All employees and offcers should refrain from using or distrbuting softare that may damageor disrupt the Company's work environment by transmitting a virus or conflcting with Companysystems.

No employee or officer should engage in the unauthoried use, copying, distribution or alterationof computer software whether obtained from outside sources or developed internally. Allsoftare, including "shareware," contains terms of use that must be adhered to.

Any suspected breach of the Company's network securty systems should be reported to aresponsible supervisor or appropriate internal authority immediately.

5. Trade Practices

5.1 Fair Dealing

You should deal fairly with the Company's suppliers, customers, competitors and employees.You must not take unfair advantage though manipulation, concealment, abuse of privilegedinformation, misrepresentation of material facts, or any other unfair-dealing practice. We respectthe confidentiality and privacy of our suppliers and customers. Information about theCompany's suppliers, customers, competitors and employees must be used in an ethcal mannerand in compliance with the law. Under no circumstance should information be obtained through

theft, ilegal enti, blackmail, or electronic eavesdropping, or though misrepresenting affiiationwith the Company or identity. Any confdential or proprietary inormation should not be used ifit is suspected that such information has been obtained improperly.

Similarly, you must respect and protect any confidential or proprietary information shared withthe Company unless disclosure is necessary to comply with statutory requirements, subpoenas,court orders or other lawful process or properly authorized governent investigations. Thisinformation should not be released without proper authorization and should. be used forlegitimate business puroses only. Employees and officers should not divulge any confidentialor proprietary information about their former employers, nor shall any employee, officer ordirector ever ask them to.

Customers and potential customers are entitled to receive accurate information regarding prices,capabilities, terms and scheduling. The Company strives to produce advertisements that are fair,accurte and lawfuL. False or misleading statements to sell or market Company products orservices are to be strctly avoided. Immediate efforts should be. made to correct any

misunderstanding that may exist with a customer or potential customer.

5.2 Antitrust Compliance

Vigorous competition - free from collusion and unreasonable restraints - is the best mechanismfor ensurg the production of high quality, well-priced and innovative products and services.

Moreover, failure to comply with applicable antitrst and other trade regulation laws in everyjurisdiction in which the Company does business could result in serious consequences both forthe Company and the offending individuals - including significant civil and criminal penalties,and damage to the Company's reputation. Therefore, it is the Company's policy to competesolely on the basis of its superior and inovative products and services, though your collective

9

efforts and contrbutions, and to avoid improper actions that unreasonably restrain trade. Youare expected to support Company efforts to compete vigorously in the marketplace incompliance with both the letter and the spirit of all applicable federal, state and foreign antitrstlaws.

Antitrst and trade regulation issues are very complex. Determining what actions unreasonablyrestrain trade or are otherwise improper wil depend on the strcture of the market and a numberof other factors. Whenever any doubt exists as to the legality of any communication, action,arrangement or transaction, please contact the Legal Department immediately.

To avoid even the perception of unlawful conduct, employees should avoid:

· Discussing with a competitor: prices, costs, production, products and services,bidding practices, other non-public business matters, terrtories, distrbutionchannels or customers.

5.3 Bribery and Other Corrupt Practices

The Company strctly prohibits giving or promising, directly or indirectly, anything of value toany employee or official of a governent (including state-owned companies) or a political part,candidate for offce, or to any person performing public duties or state fuctions in order toobtain or retain business or to secure an improper advantage with respect to any aspect of theCompany's business.

As a U.S. entity, the Company is subject to the Foreign Corrpt Practices Act, which makes itillegal for the Company, its subsidiares and persons working for or on behalf of the Company tooffer, pay, give, promise or authorize the payment of any money or of anything of value, directlyor indirectly, to any foreign governent official or employee, foreign political part or candidatefor foreign political office for the purpose of obtaining or retaining business or to secure animproper advantage, and comparable laws in other countries. Under the Foreign Corrpt

Practices Act, improper payments are defined expansively to include payments, both direct andindirect (for example though agents or contactors); gifts; entertainment; and certain travelexpenses. Although wrtten local law may permit gift-giving or the payment of entertIIent

expenses, the Company's Legal Deparent must approve in advance any such payments. Whilethe anti-bribery laws permt in narrow circumstances small "facilitation" payments to expeditethe routine pedormance of legitimate duties, this area is not always clear, and the situation mustbe discussed with the Company's Legal Departent prior to any action being taken. The

Company prohibits such payments unless the prior approval of the Company's Legal Departenthas been obtained.

Any question as to whether a gift or payment would be considered improperunder the Company's guidelines or national or foreign laws must be discussedwith the Company's Legal Department.

Under no circumstance is it acceptable for you to offer, give, solicit or receive anyform of bribe, kickback, payoff, or inducement.

10

You may not use agents, consultants, independent contractors or other representatives to doindirectly what you could not do directly under ths Code or applicable law, rules andregulations.

In retaining agents, consultants, independent contractors or other representatives, adequate

background checks and verification of business credentials is required. Some "red flags" to lookout for include:

~ Third parties with family or other relationships that could influence the decision;

~ Independent contractors or consultants with a reputation for bribes;

~ A history of corrption in the country where the thrd part is being hired;

~ Unusually high commission requests;

~ A sales representative or agent who approaches you near the award of a contractand indicates a "special arrangement" with an official; or

~ A customer who suggests that a Company bid be made through a specific agent orrepresentative.

Any question as to this Code must be referred to the Company's Legal Departent prior totaking any action that might conflct with this Code.

5.4 International Business Dealings

Specific laws and regulations apply to participation in international business. Employees andofficers involved in business trnsactions must be fully familiar with, and strctly adhere to, allapplicable foreign and domestic laws and regulations. These employees and officers must, at aminimum, be familiar with and comply with all applicable laws controllng exports or regulatingwith whom the company and. its employees may do business. These laws include export controland licensing laws, economic sanctions, anti-boycott laws, and various laws regulating thetransnational movement of technology, goods and services. Questions regarding whetherparticular international transactions are permssible and compliance with applicable laws and thispolicy must be directed to the Company's Legal Departent.

5.6 Other Improper Payments and Business Dealings

You are prohibited from offering or providing, directly or indirectly: (i) anything of value(including cash, bribes, kickbacks or other improper payments) to any client or prospectiveclient's employee or representative or other thid par in connection with any procurement,transaction or business dealing for the Company, or (ii) any consulting, employment or similarposition to any client or prospective client's employee (or family member or signficant other)involved with procurement for the client or prospective client. You are required to know orinquire about the business entertainent, gift or contest policies of a client or prospective clientand to comply with such policies, before offering or providing any client or prospective clientwith business entertainent, a nominal gift or an opportity to paricipate in a contest.

11

6. Insider Trading

The following is a summary of the Company's Policy on Insider Trading.

No employee, officer or director (nor any spouse or domestic parter, minor child, or personsharig the household (other than a tenant or employee)) may (1) trade in securties while awareof material non-public information (also called "inside inormation") or (2) disclose materialinside information to third parties ("tipping"). Material inside information is any informationthat has not been disclosed broadly to the marketplace and, if made public, would be likely to beconsidered importnt by investors deciding whether to trde the Company's or a. customer's

shares or other listed securities (e.g., earngs estimates, significant business investments,

mergers, acquisitions, dispositions and other developments, expansion or curtailment ofoperations, and other activity of significance including matters which affect the market in which

. the Company or a customer operates). Trading in securties of the Company or any othercompany while aware of material inside information relating to that company, or tipping othersto trde, is both unethical and illegaL.

Accordingly, you (and any of your family members (spouse or domestic parter, minor child,person sharing the household (other than a tenant or employee)), business associates or

controlled investment vehicles) must not: (a) trade securities of the Company or any othercompany while aware of material inside information with respect to that company; (b)communicate to anyone outside the Company material inside information of any company ofwhich you are aware (ths includes formal or informal advice given to family, householdmembers and friends); or (c) disclose material inside information to anyone, other than thosepersons who need to know such information in order for the Company to properly andeffectively carr out its business (e.g., to lawyers, advisers and other Company employeesworking on the matter). Every employee, officer or director of the Company (and any immediatefamily member) who has access to inside information on a regular basis, or has power to makestrategic managerial decisions, must comply with the Company's policies and may not trade inthe Company's or a customer's securties, or tip others with respect to such information, unlessthey have the prior approval in writing of the Legal Deparent.

Of course, where material inside information is permtted to be disclosed, the recipient should beadvised of its non-public natue and the limitations on its use.

The Company's insider trading policy is fuer set forth in the Company's "Compliance

Requirements for Financial Services and Other Clients." Any questions as to whether

information is material or non-public should be directed to the Company's Legal Departent.

7. Inquiries from the Media and Public or Requests for Company Data or Reports from

the Media, Non-Profits or any other Entity

The Company is committed to providing full, fair and accurate disclosure in all publiccommunications and in compliance with all applicable law, regulations and rules. Consistentwith this commitment, employees are not authorized to answer questions from the media,analysts, investors, non-profit organizations, or any other entities or members of the public. Ifyou should receive such an inquiry, you must record the name of the person and immediately

12

notify the Legal Departent. Furermore, you should not provide any Company reports, data or

material to the media, analysts, investors, non-profit organizations or any other entities ormembers of the public. If you receive a request for reports, data or materials, you must recordthe name of the person and imediately notify the Marketing Departent.

8. Maintaining a Safe, Healthy and Affrmative Workplace

The Company is an equal opportnity employer and bases its recruitment, employment,development and promotion decisions solely on a person's ability and potential in relation to theneeds of the job, and complies with local, state and federal employment laws. The Companymakes reasonable job-related accommodations for any qualified employee or officer with adisability when notified by the employee that he/she needs an accommodation.

The Company is committed to a workplace that is free from sexual, racial, or other unlawfulharassment, and from theats or acts of violence or physical intimidation. Abusive, harassing orother offensive conduct is unacceptable, whether verbal, physical or visuaL. If you believe thatyou have been harassed or theatened with or subjected to physical violence in or related to theworkplace, you should report the incident to an appropriate supervisor or Human Resources orLegal Deparent, who wil arange for it to be investigated. All efforts wil be made to handlethe investigation confidentially.

The Company wil not tolerate the possession, use or distribution of pornographic, racist, sexistor otherwise offensive materials on Company propert, or the use of Company personalcomputers or other equipment to obtain or view such materials. All employees and officers mustpromptly contact an appropriate supervisor or Human Resources about the existence of offensivematerials, especially child pornography, on the company's systems or premises so thatappropriate action may betaken, including notifying the proper authorities if necessary.

The Company is commtted to providing a drg-free work environment. The ilegal possession,distrbution, or use of any controlled substaces on Company premises or at Company fuctionsis strctly prohibited. Similarly, reporting to work under the influence of any ilegal drg oralcohol and the abuse of alcohol or medications in the workplace is not in the Company's bestinterest and violates ths Code.

All accidents, injuries, or concerns about unsafe equipment, practices, conditions or otherpotential hazards should be imediately reported to an appropriate supervisor.

9. Political Contributions and Activities

In the United States, federal and many state laws prohibit corporations from making politicalcontrbutions. No direct or indirect political contrbution (including the use of Companypropert, equipment, fuds or other assets) of any kind may be made in the name of theCompany, or by using Company funds, uness the Company's General Counselor her designeehas certified in writing that such political contrbution complies with applicable law. If suchcertification is obtained, such contributions shall be by Company check to the order of thepolitical candidate or part involved, or by such other means as wil readily enable the Companyto verify, at any given time, the amount and origin of the contribution.

13

10. Subpoenas and Government Investigations

As a general matter, it is the Company's policy to cooperate in any governent investigationsand inquires. All subpoenas, information document requests, or other inquiries should bereferred immediately to the Company's General CounseL.

11. Accounting Practices, Books & Records and Record Retention

Honest and accurate recording and reporting of information is critical to ourabilty to make responsible business decisions and foster investor trust. You havea strict obligation to provide accurate information in the records of the Company.

You are expected to support the Company's efforts in fully and fairly disclosing the financialcondition of the Company in compliance with applicable accounting principles, laws, rules andregulations and makg full, fair, accurate timely and understandable disclosure to securtiesanalysts, rating agencies and investors. The Company's accounting records are relied upon toproduce reports for the Company's management, rating agencies, investors, creditors,governental agencies and others. Our financial statements and the books and records on whichthey are based must accurately reflect all coiporate transactions and conform to all legal andaccounting requiements and our system of internal controls.

All employees, officers and directors - and, in particular, the chief executive

offcer, the chief financial offcer, the comptroller and the principal accountingofficer - have a responsibilty to ensure that the Company's accounting recordsdo not contain any false or misleading entries.

We do not tolerate any misclassification of transactions as to accounts, deparents oraccounting periods and, in particular:

~ All accounting records, as well as reports produced from those records, are to be

kept and presented in accordance with the laws of each applicable jursdiction;

~ All records are to fairly and accurately reflect the transactions or occurences towhich they relate;

~ All records are to fairly and accurately reflect in reasonable detail the Company'sassets, liabilities, revenues and expenses;

~ No accounting records are to contain any false or misleading entres;

~ No transactions are to be misclassified as to accounts, departents or accountingperiods;

~ All transactions are to be supported by accurate documentation in reasonable

detail and recorded in the proper account and in the proper accounting period;

14

~ All accounting records are to comply with generally accepted accounting

principles; and

~ The Company's system of internal accounting controls, including compensationcontrols, is required to be followed at all times.

Any effort to mislead or coerce the independent auditors or a member of internal auditstaff concerning issues related to audit, accounting or financial disclosure has serious legalconsequences for the perpetrator, including criminal sanctions, and for the Company, andis strictly prohibited.

Laws and regulations require the Company's records, including its financial, environmental,health and safety, human resources, research and development, analytical, engineerig andintellectual propert records, to accurately reflect the events they represent. Always record datain a timely and accurate manner. This protects the Company's resources and meets the

expectations of the people who rely on the accuracy of the Company's records to perform theirjobs. Falsifying business records is a serious offense, which may result in crinal prosecution,civil action and/or disciplinary action up to and including termnation of employment. If you areauthorized to make expenditures or enter into transactions on behalf of the Company, you mustensure that the applicable records comply with the Company's accounting and purchasingpolicies and that all transactions are recorded properly.

Consistent with the reporting and recordkeeping commtments discussed above, you shouldaccurately and trthfully complete all records used to determe compensation or expensereimbursement. This includes, among other items, reporting of hours worked (includingovertime), reimbursable expenses (including trvel and meals), and sales activity.

Destroying or altering a document with the intent to impair the document's integrity oravailability for use in any potential offcial proceeding is a crie. Documents relevant to anypending, theatened, or anticipated litigation, investigation, or audit shall not be destroyed forany reason. If you believe that Company records are being improperly altered or destroyed, youshould report it to a responsible supervisor, the appropriate internal authority or the Legal

Departent.

12. Raising Questions and Concerns

Each employee, officer and director is responsible for promptly reporting to theCompany any circumstances that such person believes in good faith mayconstitute a violation of this Code, or any other Company policy, or applicablelaw, regulations and rules. If you are in a situation that you believe may involve or

lead to a violation of this Code, you have an affirmative duty to disclose to, and seekgudance from a responsible supervisor, the Company's Legal Deparent or otherappropriate internal authority. See "Who Do I Contact for Guidance or to ReportConcerns?" above. .

15

You are strongly encouraged to report any complaint regarding accounting,

internal accounting controls or auditing matters (including confidential andanonymous complaints) by letter to the Audit Committee - see "Who Do IContact?" above.

It is the Company's policy to encourage the communication of bona fide concerns relatingto the lawful and ethical conduct of business, and audit and accounting procedures orrelated matters. It is also the policy of the Company to protect those who communicatebona fide concerns from any retaliation for such reporting. No retrhution against anyindividual who reports violations of this Code in good faith wil be permitted. Confidential andanonymous mechansms for reporting concerns are available and are described in this Code.However, anonymous reporting does not serve to satisfy a duty to disclose your potentialinvolvement in a conflct of interest or in unethical or illegal conduct. Every effort wil be madeto investigate confidential and anonymous reports withi the confines of the limits oninformation or disclosure such reports entaiL. While self-reportg a violation wil not. excuse theviolation itself, the extent and promptness of such reporting wil be considere.d in determiningany appropriate sanction, including dismissaL. The Company will investigate any matter whichis reported and wil take any appropriate corrective action.

13. Violations of this Code

Allegations of Code violations wil be reviewed and investigated by the Company's LegalDepartent, or, in appropriate circumstances by the Company's Audit Commttee. Violations ofthis Code may result in, among other actions, suspension of work duties, diminution ofresponsibilities or demotion, and termination of employment.

Those who violate the standards in this Code wil be subject to disciplinary action. Failureto follow this Code, or to comply with federal, state, local and any applicable foreign laws,and the Company's corporate policies and procedures may result in termination ofemployment or termination of board service.

16

CERTIFICATE OF COMPLIANCE

I hereby certify that I have read,(Print name)

understand and am in compliance with the terms of the foregoing "Code of Business Conductand Ethcs."

Date:

Signature:

Title:

If you have any questions, please contact the Legal Department:

Lori Silver .

General Counsel

lsilver@dresources.com

17

EXHIBITB

"

DêCerrber8,2003'

'To: Ja¡es M. McDetrott

DearJames:

We:árêpleasØd to enter into thisagreement(tls"EiitJ11nymell'IAkìeemeíti'i)With Yòû, which.set.f'ottthe tenus of yaw empløyietUl:yQ.ettsiø.i: Re~u,.~~~ltc~",a.Mas~~IlU$etts

CQf9ratipii (the"Compn#'y'~). '. . . ." . .

1. RespoiiîbíltiesándDiítièS.

,ta) Position.;Effective asqfthe::dateset'.f()rt (Ìvedlou 'w~~lb:e~~liP)()Yedib¡y,tle

.COtnary with lhetitleofVÌcePiëSIdenf-Censlilfmg. .. Y6.u.,*illrepontö the:Presîdent,$dClüefOperating:Qffcer, andyøRSna1 hRve,$u6Ildu;tt$mid;:reeP:b.ï.~l~iU.ti~s as mayi-ê?so.nablY be "ø-ssignedtö youdtrømtimet().time.'b.Y;fue;~røittenraR4Cfjie.föpetatÌlg'"

~ffcer. Iï .perfonnngyourduties,Rereuiider¡ 'youma;~dìe;r.equi1:edtQperfoii.;serviees

uØtonly for the Company butalSodíó.rits sûbsidiài~'tits~p.ateìÎt'cøn'.aiy:ad its other:,a.ff.' ..ilia.d..t.,ëS.. The c. o.m" ër1åt. 10. II,.d. e... .dc.,.'.rlb. 'e. di..... thîsEm..: "'.6\1. .:.....:...::. '.'.'d.en.." fl.. : íi.:... .':e. . In. e. .,.1'.::",....1:.: 'álì. ',b.. '.efl. ot. a.I.:I.. ...... ..... . '. p . ..' . S ...n. ....~Qym. .~.~....n..pl'L . .... ... ....$~rvit~s ptovidedbyyoU.heteMder,dWhetaêttatt1e;çÖmpM:YQtrQt'~~U'ate; anp' ýQUshaii. not be sepâratelyoompensäted.forserceš'pétoooed fora€1hit~s,. .AJLreferencesmJhisEmploym'ènt Agreement tóuie ¡'.(1O.iiJj1illit' shâHif,eâeem'e tomc'ludeltsaffliates,. unless:øtherwis espê~iíied.;, .

.(l~ . ..Full Time, etc. Dúrtlgyomeripløymenthêtetudé(~;yoii,Willdè!vQte your mll-

t1tne.bestefforts,kuowledgeând sld.11s' t'othe:'pnsiiøššáitl,aîtålt$oftlïè' Company andloth~Perfoimanteofsllchacti¥ìfle$.. $ervin.:iu d,lltie.~Ùi:tqtlti;ecilqtL wrt.;tløbusiIessaidafairs of tneCompiiy;i'ntludilg.Jra.yel,a:s:.maY'l'easi:)lalJlybe\lslgedor dalegated

to you by the .President and ChiefQperaûngOffieetoonšistentwithtl:sEinpIQymentA~eèmeitt; provir1ød,however, the iOi'tigoirig'šhaílnöttesmci YQU æ.iengaging ìn¡ih~table and philanthtopic..activitie..th4ld9 .ítöt'.irte.dê.re.With:yoil1"-p~rtòn:allceofyöQJdutiesto the Company.'(c) Còmpliance with Laws.poi¡tíes,etc.t'Ouwilâtt~ndltjmë: Ù1âreputabie

itaier and in. conformance with an iaW$~rUëS snd:1'~latl()n.s. ¥òt,WiU,' in theperonnance of your duties hereund~:and .tbo1lgbouttl1eperiodöfyour 'employmentherewder. (i) obsetveall of the Cólanjis polici~delivèrd toyoudinwrtiIg orpi.plished from time to time ¡nany emplayee mMûåiwÏi,teh iscirc111àt'ed generally by theQønipany, as thesatne from time tøtime'ee in eff~t ß.c: genet1y:a.pplfèable toSÎmilarly situated employees, (Ii) obsee ~high.stad.ard of integrty and (iii) act withinthe scope and limits of your authority asdeschõe'dhèreIn.

~1-

GSDOCS"'l3Ó4(SS-l12141203B:43PM

2. Salar and Bonus~

(a) . Base Salar. TneCompany shrol paýyòu for ýòut:s.eIees a bae sa1at (thet'Biise$nJrj''') atthè,l'R,lø of REDACTED per Yea,payable liinstall.ents CQlíslstenrv¡ithtleU()llP~ý'$fÍ()_rpayron practices. YourBase Salarshallbë subjectto an aiualmertrevlew,tlefirs such review to occur as ofFebruar27. 2004;proVìilec.llòwevêr. thaUalaiadjusfuêít5måde putsuanto the mertreviewwillbeeffectiveasøflatuarløftheàPplitableyea (i,e'.an adjustientmadeatthe Rebí"åt 21. 2004 re'Vew WQaldliee£fectlve a.of lan1lll'rý 1.:.2004).

(b) .Bonus;Itcentive,~hâes. TlïeCoîtpiutyístelacligítsprevjøU$ cahbortusprogrwithåcombinatio~iôfeqmtymid~$biicèntî~Rplan (the.~'1Cßtl~PI4tl" tobe anoptepytle B()aid()rI)jr~çtotStlrat,;~ilsul?stitute eqUity~baed inçethreKrts fora largë.portoft ofwhâtptevÍouslynad:beecasbbonuses. Y;bu sful be etigibletfjParcipate in this lhCenti;Vl¡t'P Ian âfdwill b'e@.tit1edJtQ,acquiteREDACTEDshars.ofl"estr~ied.

Cømmpii Stock iutle CQ1,Pâly'spareJ1t~øm9ta.on($le4tliWelttive$htLtes"),ÖfyoûrIncentive.'.$hares,.HEDACTED .(tñe'¡T'Ine-J!åse4(-ncefftlNeG,liltt:d~ 'Yill Ve$. (wera,penfjd,.of

fourýeasoJongåS:yòucØntfuèt()'l'émáinémiliò,edWitlthèCfjmpany;withöiie~qtlareröfsuchlncèiitivèShåiesvestlIlg.Ó~~cJiáX*etar,tltèoft1è grtòf~chsliares()r~ atthe disctèû9n øftl'eBø~4of;Dit(6tøf$:;,e~ 1)e;øtîb.erai :a.etthe.date ofgrant.. 'le temainihgREDACTEDl.ce1ltive:Shares'tthe'~!!d(xt'1lt(llfe;"1lased.liicel1tive

Shares'ii.'willbêsubjeetto vêStfg'.upónä:iSate.:ottheCompanyooristituing.a~~Cbage.òfCønfl" (~deledbêløw)thatme~~edailP~d~teredprte thhold$, wit1lOACTEOoftlePerf()rm~CfrB~g!JnceltttveSlllíl.esvestjg tiPPl1a.~iè'i:f:the CQtîltY atà priceper sharë(adjusted for,stoøksplíts and similar captal events)afat leas REDACTED and allREDACTED. Fètfcmnance~BasëdJìicêhtiveSlíå:ësVëstìngupòn.á salli afthe Company

'at a piiceper share.of:atl~t REDACTED (af adjusted, fôrstoGKspUtsandshilat capital events). AU

ItceJltiv:e,Shaeswillbe,Siib~tt tøtñetJ~'t~an4~dÍtiøii øf1;e lhceiitive Plan'~adoptedbythe BøardofDir~tørs;;

(0) .Changeb:fCorttrlP:rovision. NØtwth$.~di1gJhe.'foregøi.Qg, in the lWeiit ofyoUl

death.tenlîràíiQïlofyourettPlôymentdueto'Y,Qu:r Gìsâbility; ortleQCciienofa ..tCha.ofControl'\ all 'Ie.BasedInëeiitive.Slisheldbyyoushall beomefullyvesd_edately, ~'Ch4Jge ()IContTiil'IIëans(i)any inerger.. consolidaton. businesseombinatiefL or reorgation of the Company Qtifs ooldingeøttpany in which(A)theCompany is not-the si.vin,g entity and (B) all orsqpstantiall,yallofthe ,lidividualsandeitities who wetethe béneíÎíal,ownersofthëoutstadiii$ votig securltiesoftheCompany imediately prløtto suôbtrsaêtion beeficiallydønOIøWl atlea 50%of

the outstdig.slíaresøfvotigsfAt1es entited to vQteg~taUy in the eleçon of

directors oille entityresultingftom suchtrction; (ii~ :aytnsactin Of rebutK seres

oftrsatîons (othertbanissua1ceof theComp.aiy'ssecuritìesunder theSeëiities Act

of 193$,or a.exeinptiontñerefiøin)afterwhich holdersoftheCompany's stóckbeforesuch tmsactIon .or seres-pf trsactions donut be.ficially oWJ directly orfudirctly. atleast 50% of the combineq voting power of the thn-(utstandwg seeunties ofØie

-2-

GSOOC-1304065-112141 8:43 PM

suivingentìtyentited to vote gen:ei:lly in theelectìon of directors iinediatelyaferthecóIìsUfatìon:oftheltàIs.âètioitur senes öftrsaètions. or (iìi) a sale, léaseotöthetdisppsîtìøn:o!,alt:tsÛQstantiâity;atlôfthe assets of the Conipary,provided,h(j~t!êVeij

tlet ~:Y'Of théfø.tegolïrg ~bâU\)e d~~mêda "ÇhIiPgèpfCollf.f:lJf'oniyìttheoolisidetätîonforaiiêñtrausaeti911lS casb, orsecwities that are freelytraòle wi'tn 9ôdays~ or'aeotibiriation.:ôftneitwo.,

3" Bere.fits, 1;nrollglaGt tiie p,e.Ødq:fyou.t employmenthereuidet, yoiishall beentited~o

thefollöwingbenefits:

,(ä)'V!áCat0n. St:eh,vapatiØnÍ?éneíitsas tbe Cömpany generallym$es av;a'ìlablé ítøm

tim~tøtletö qtper,siîtllarlyš~tiâtØdexeetXtìVe$l, ~QOIdå,ce witbthe C()ífany~s

:praetit:esand,pølìci~as:îl1 effect.fim:tùe tofue,'whichshal in anyeventi'lctudeREDACTED QfVãlÎø;npèr'yeår(REDACTED ::ôfw.hi6h.may beeaed over fróm:åny.

'Ønê:~ei tø,;tlelletl y~~; . .

(OJ ;Stàl1dard;Ðenefits~ 'Durng the ,period endingDecember..31,.2004:,'henefttsßii&$tMti~)¿tlêl$àttl'è:à.~'ãid.n~rilit1~~awe~atê'màteriaiirless.thãn lhösein,plKê,Ø

í,eaj#eJypti'Øtto/i1e;\effè'tive,¡i~teøf:thisE1tpl()ymerit Agteemetït¡ an(Î' tnerØáøt~

,s)lchgrn\lp'if:fefU4."dì$al)ilityi~iipinc~~ dental,~d .1ieclthinsurance,retirementPl~auâ¡átbørpõ1ièiës.àíddbeneñts,aS.thë ,COhlatymaintåri:fömtimeto.tirie fòritSexebüti\tes

,àtd :êmplQ~:e~~j'~lY.

(oJ .' 'S,usîness)Êxp'enses, i:~yei*ientetainmentard expense reiil)urement, in

'RèCôrdåèë'With'!C~ripåiýljølicý$d tiònpro:yisîoûof appropriate substattjattligdøGWh~ntatiøii;,

4. . '. .' Tennina:tl0n,¥ø)lemploymënt 'by the Company is. on an "atwiU"basîsandmayb~

tetihïatiiyêit.éftl-'CQIDpàny òry~fotanytèiOl1 (ìn:ëludiug your death or'tlisebHitý),urfotn~J'~ob. at ~time, $l~l'ettöthë~~tØ'viSiort of Sectipu '5 hereof.

5. Obligations'.of(th.ComipanYllòn Tèimination.

(~)TétfÍratìmiWitllöutCåuse. tryout ßíiplö)menthèretinderis terinatéà byflJeQåninnY"Y)itaJlt ~iQal;st'~(as heremafterdefined),yau\cilLhave t1i righttotle

following: .

(.)SaIry¡Bouns. Y()(f\YlI hayethe riglttoreceive YOUI BaseSalax,accnied'vacätioi:; expenseieiibursements~andal1 benefits thrugh the dateottermination. An vesting .öfanyIncentive Shares wil terinate on the date ôf

tetnåtiônofemplöyiert. You wiD have the right to retain all vestedfuceIìtiv.e

SliaJe$, AJtiyestecl JnC'ëtivte Shares willbe.,canèeIled or repurchased by theCompø.y~t.a .nominalprce.pursuant to the ters öfthe applicable restrcted

shareagreèment.

-3.

GSD.OC-1304011214J20j8:43.PM

(t)Sevëraice. rfa't any tieJhë.compatytertÌllåtës yourënipIQyrent

'withoutÇa:ue;yøl1 wíU'beëIltitled.t9:teceiveanam9QIt equal REDACTED of l3apSa1är('as in-effectas.'Ofthedate, oftermination), wninhslial1 be'p~Ya.blejn

iista.Ìiel1t$,attñó¡$ax timeasyou'Woufd:havereceived nØnnäL.Bás SalátPa.~eitsjf'YÓii.lia4reniaine4 ~mplo¥.e.withthe,..êompan¥.¥óurJ~~eiptQíçnys\!ehsever~çepayne:t~ is'tØtidítionool.pOIl (X)yøur contlnuedoøíìpllaUçewithfheprøvisionsofSeef:ons 5, 7 and 8 oftlis EmploymentAgreement., and yourõ:ittó any,sevetancewíl tcmuiatèupon your hreach.øfanysuchptóvisions

,(ptovided.,lm\Vevet.t1t theCómAAy1)~ees tó ;gìye YQl1wtttennøtiGØofåIYsuch breach specifYg ir reasona.ble d,etail' theneinre ;¡lt.s!Jbst,anc~øf s\icnbrech and,ifsuchbrëac is capablßofbeirtcutoe"youwill be,g)ven,fifteen:days,tó';tqre:s'Uchbit~h :føllQw'ing theeff~nv.e(lâte,øh,Rçih:,nôtiç~itbêÛlg;l,4erstø0d ilra.ta nreAdb'øithep.øriooinp~Üt¡oRJ.)r n-MSòJiçitaPlftltóYiSiøtis gf

SectionS. are,by,deñ.tión,;incapable oîb~mgç;\Ue(ll, ana,ty)'yø~r¡,execllti(;xra.dd~H:vei tó thë COniPátyofarelèase in the fotnüittachëd'$ ExhibHA-lherèfo.I.poti YoùteKeci"'tQ)¡ anddeliv~i:ótsuèbtelease~ a$suningtñRt 'SllcIl'relea-seisn:o;trl¡~'fok~ py Yó'U duiiigtlie:1;;aaYTev(l¡catlQrip,ëtl~dpi:Øyjaed.tóri:eteitl) .tb'Ø

QC)íIpa.y:sh!I1ptoIlPt¡y,p:tter ¡e~iratioti()~SllCñ;l'evQcatì()n,perib'Ò~"executeand.

d~rivèr'tó,yø:ua,r.eleàseÚ1 the.JÍorn,¡j:tjjXhbìtA..2 ,hereto.

ful . "VotuntarTèttination ,byYoù, 1t:yøu.teirul,RteyqJJ;enipIQ~etit~QlqEit¡gl:y,yóiiwi1Lha,vethe,rght tó receive yourÐ:$e Salar"accrued v~ådon.,expense

'l'éiml!t1rse:â;etšanàå1ìbërtètltstlU'øugl'thê'dateóf~miíïl.åtiòÏ1, ¥'AutiilI'nóttécèt~e My:sèvetMeëót ~Y'p:tø-raë:dbpnua pay.efit$. All v@tìtig'n;flrý~tëntjy~,$hae$Witl'ternllateQiitbetlteoftennAtiol1-Qfei:pl~ymeitt.Yt)n,wil:ll~:ye the'rigntlt;'rl'e(a.u. aUvested Jicen'tve Slitttë$;butaUûnvested Itcentì:vè.Shaies.wUtbedèMoelleâÒtiëPdûtch:~~'bytli~Cprnp.l:yatã Ilóllinal prlcépur$üat to the tënnGófthëäppÏieãblê.t~str-çt~;Sl:ëágteeRient; . . .

(t;~Tetina:tonÆót Cause,. Deathor'Dìsàbill).. IftheC'Õrnpaiyteiriiës ýo.iiër.pl~ýmëntîørCa'q$e Qrjf yøût empl9.ymentteiì!i¡ltëson,âPooii1øfûeathpI

c;~~bìí~~yön\Vlì.r¡;c.êhre yôl;Bt.se,S~~; accried'yaClti'øll~ eX,pøn.seJ!eitib~eøei;tsand,all'õ'enefits tlough the date.oftennmaiion. You will not recêjve .any severace'or:myptó..i:teå .DQnùS::pàymeiits. In the Qase.oftenninatióìl.Qf.your etìlojnffor.caUsê,

aïrIncënti:ttë.Sh~s jjtøViouslygraited to ;)1), whetñet'Vëstêd ötuIlyested,S1allbetMc~li~ iitrepl.röháSedby thëCompanyat¡l notrnaipriöepdqrsna.t t() the têrtsoftheappliöable restrctedst()ckagreement.1nthecase ofte:iinatinrrøfyour ernployment by

JJeåSÔIòf'dèath ordisabrlity, you (or yoût estate)wUlhavê thengttøretaÎÌLàl1vestedb:GeïltíVeShat$,. ân'dal tivested options or fucentiv~ ShatèS'snlÏll vestUne~lattly,

(d)J)e:fitìotiof'~Cause". "Causd'''mea the occurence of oneofthefollowing:

'Cal aty'matenalbreaêh -by you of this Etploy,ent A~emertt or añyóther,iå#eemeitt1:re1;et:yöuandthe;Coitrpany which breach is not cUted "'ithn$Q days :âft~'Wtttennt)tìce.to :you by the Company (whìch notice

shall spteifyand ducumentill'.iJ;tsønable

detail the natue and substace of such breach), (b) your, frud, .embezûeient,dishonesty

.,.

GSOOCS-130llG:112l41'203 8:43 PM

Or. Ûlhi!wful a.cts mcònnectióii with thè b~sinessQfthêCoíÏpaï¥ òr'Qfáñ~ptior~ttpIQyeì,(¿ry()ur conYÌctîøn øf~ Qrpleading,()fffo¡àe()ñt~ltdeteto,aAYf.~ioíiyor anymatetialniísd~eanor eviâ.er!'cìngçlshoi.ø$ty)or(G)'Yøarrefu~tøCQm;t?ly'~åthor 'canònt.thedirectives'ofthe Board of:tirectorsorthe,)JresidertåidChief0petating Offcero"'Yóil.reckêssøtwìlllùl rrdscohdùct'in thó'pèt.onxce&r;dûtlèSJitmtfllYasšìgnoo toyon lieteqnder.

,6. N'ondìsclosure.

(a). .' Diidngyotl enipløyientwith the'Cømpany.yøllWUtMV.e~aø$sdtQandcøroe inconJact- with certain trade secretsan(h~tlerjnf.omiatiQn:wlìich?re enofiùential-totheCompany,.;IricludingWimotitlîmitàtiòàÍ1fòimátloitrégårding;i'êSeaøÏl,æ:(,dévelòpmeritactiVÌtié'st'computer so~è;'ptodutt :d~ignS-!Pi.QtQ~eS':.ãriJ.tØêliçal:s~~i'fati()ns,

shøw~hòw"~dk¡eW"'liQW; n.n$ineS$p1~ ,a:~:.tØgi~;Prl9irg3ØaJ~(.stingpølìcie~j ,oustom:e:ranil'supplier lìsts;apd llPllPl,ò~iç: ñnae~äJinfôrn~tiøniehe foregøIng,'tne'~Pi'oprietáry Inlôrmation;;)'.¥ôtüüid ,the Cöînpân~agteë't1attlûsJ?rôprletàî;løæadøn is confidential andøwned :1)ýlbe,tømpooy; ~clthar1ýø.tlA,dÜ.Mt,ät aiytilTe,'whøUíe¡tijtìdngor .a,er the ternlilìltîøi,:øf'emp-l~ylentjl1~e' Îat'~Qut:iV(:b:t!ntfit;()rtheben:efil of,any.,persouorentìty'othedban'tlieCol1~any;o¥ dis~lO$eie'anyper$on,øt entity(eithet£oIniercialor'1on.coiietciãl) åitysuê1í.PrópnetáI WfòitatJønêitnerregarding

tlê 'è:ßrtpaiYOI' te~ardtng aný.qftt$'cu$tôme:t~,øljeRt$.~~Qllttçtøt'sJQQn$Û1tant~,lièetlsees

ør'affiliä,te$tfheldinconfd;ejj(¡ên;y;i-heCøl)p~y,;øx~t tQr'Sn~lí, aisc19su.S:asJ:tiype

required by'the:,Company,inthe'ordinaicoúrse,øfyøìW'Pefo.i'atGè ofyoi.:duties:as;alèirployee,øfthe.CompåDy.

(b )l'he restrctioiis set forthiii$'ectìOl1Q@:):s)iiillnotapplyfa:(H jnomiation,thât

maybe dìsclosed generally or.isin the public döiráih thrl1gh ,no 'broach, ofSeétion 6(a);.(ii)'iñfor:atíönreceivedfrômåthlrd :p'~.g1ttšide thé Cømpaathatwt\s'discIQ$edwithou.t â'bi:e@hofål:vc,()riñdentbtHtyølilí~tiøl1 Oil) mlø~atkln apPrtvødfotreleaseby wrtten authoriationoflheConipai)1; O!;(i¥) infonna.1ieuthatiiaypel'equited:by laworreguati()nöfanýgøverrèÌ1tai.ålithòti~ótaîy.órderofai., ëøûl, âgëlleyor

prQ.ceedig:tøbê'diseløsed,ptö,vide thaiyoti!$hiii p.tømptl:y;.i)Qt¡~Ct)ropâ,ý of~.n:y such'teQlÚrenif:l1t an~ givethe Cønip'aY'a. reasøn~ìe1Ìni te nbt~:im'ìiili.ç1i91!or't*eöther;action it'deems appropriate'oè,i:pevenhuch'disclosure.N'oiwithtading:íheábø,vepr~visìônspfthíSection6,ándiîlä@tdâh~WitíiSèctiøn 1.(iØcl1.4(b)(B)(ii) of theTreasUir~gulations;eachpaftö thìsEn'plQym'ét:,Agteemen:t:(~dèMh:eployee,

representative, or otherageñtöfsii(i pan) -nia.Ydi$"qLns:etQ any,Üíd i\Jl:persöu$, without

limitation ofanykind)thetax:trea:tmerit,and tax streìue oftfetrsactions ßont.emplatedby thìs Employmeht Agreemëft andaUnime1'als øt:anytëtn:d(iìltidingopinìonsòfothertaxaialyses) thatí;eprovìded to SUQh pa tëlat.ir8tôsu.eht~t'eiàl.enran() tRx

st.tuctue; provided, however, that,ptiUaut tø,s.ectî~n i ,.(j01 L..tbj(3)(ü) oith Treasurregulations, such disclosureshallnot bepermitfd-totheextent, bufotrlytothe'extent,rêaonablynecessarto comptywiththesec1i'têslaws ,of imY'åpplióâble jursdiètìon.

.n

GSb'Qc-130~851t2l-#.23 8:43 PM

7, Assignent of Invention Rights.

(a) Y01l4g1-eeth$Y9u will make ßíU and ptQmpt diSólo.sûtélO t,eCoøpanyøfá11ÌDyentions,lipttl"t$e,nts, djsC(iVè:Qe8 meth~devèlQpnient$~ softe~and worksøfauthotShip'twliethetpatentàble or not, whieh.ar,tr~ed,made,conceived orreduced topmctioo bY:Yu'Iítiinder yo"ú dite.cônotjomtlý with öihers durg Y(iur empløyment by

tieCøinpany,Whethèr or:tøtpnottoøtafetthedate øfthis Agreement and whetnerôr

notdugnormal wOoongliøUlQton thepreøistS ()tthe Company (all of whichar~coUectiveiyrefer~d tôin this Agreement as'lJ.evelqpments'').

(e) to- the extentmiyl.èvèl()pme:nt$årellQt aleaYo'Y~ by theC.otnp~yas

"\Y0rkmed1; f()rliir~'Q.røthè:iseiyø-aágt~t().~ignandy().u doIierceby 1lsign to theêOtnpæiy (()ranypel\on()rentidesi~atedby'thComPanÝ) aU ofyourrjg1, tile andiit~$tÙ1and.to'ålrDèVel():pmentsåldal1reiated pátèrlfS,J.aient applioatons,copyrghtsandcQPyng1tapp1icat()nS,a()\.evet$this~eötiQti l(P)slal.liXotapplyloDèyelopmerits\VliichdonJ,)t'(rJ;itetpo,the,busnessol resøachaiddevelppmentconduètedor pliedtooecõndliøtedbytle:Cotnpányattletiesûcßi)ßvélopment is created, made,. concei\l~d

orretucëd.tp,ptâcticê"andwmøharé;tnådê;and'MnpØivedby.you not.durg,nønnal

Wotldnghø~J;()ton~eC9mPa1yšPteiii~Uilš~4'n()tju.ingthe Coinpany'stoøls¡

devices, equitnel"tiQrl'-øprll"tatItforrado:n. 'YouprÊlel'stand that, tothee"tent this

A.greerenI,šhâll..be.cønsteâú'l'acøøídatcewitlft1e l~Ws,ørany.státewhi(lhpíechidesåtequireJ1ètitjnãu'~ñiIQyeø~eemlmlto assignce~)løl~šesof inverttionsmade by an.~piQYee~ths:~@ti~n 1~J,si:iail.~intèijrete41Iot:tQapply 1Q a1Y iíivention wJichaö()Utrulesándforlhe.Compaiyageesfallswithin such clases; províded, however, thatifsuch i1'VeIlt.onasši~inienttai1swithrespect to ap.åcular Develqpinent yöuagreeto.

8tant ;and1ie~bYdØ~tIt to me CQmpany(oranYPer$91'Orentìty desigltèd bY theCompany) an exclusive license to use andotiIseeJÇploitsuch Developmen1:ughalmeasconsisfenh.vìth th.e Co:npmy'sbusîness. You -also hereby waiveall cläis tomÒrálrigltsfn áãy11øvëfapiientS.

(er) You'ag~to eøoperatefuUywiththe CoøpanY.'lothdurg and after yourenploy.entwlthtbeCompan~ with respect.to the,proCUëme1t, maintence andènorÇeJ:ent(jt.cøpynts~pJ\tents anø óthet inteJlecàt propetrlghts (bth in thet1nitø Statesandf()~îgiC'ountiies) te1atígtol)eve!opnents. Yon £ha sign al paper,inlWtillg, witout1l~()Il1coyrghtappiícato~Patentapplicatîons. declartìonstoaths$ ramal asgnen~assignèntofpriorityritst andpôwers of atorney, which

th C()inpanyinaydeemÍl~esr; otdesirøhle,mordertøpt(t~ itsrigñts and inwestsiti tmY l)øvelo;p~t. 'Yóußner agìeetlnitìftb. COJ:any.islUah1e, after reasonableeffo~to se.yout'Æ;ignatnr on any such papers, anex;eutiveoffce of the Compæiysbål.eenût toe:ioouteany'suehpapers as youragèitand attorney~in'":ftt and youherebY .trevócably êÍesìgnateàìd appoint eah exectiveoflcet of the Company as your

agentandatoiey~i,il~factJoexecute'anysuchpapers on your behalf, and to tae any anda1.1actionsastleCornpmlyniy deem necessai ordesirbleìnorder to ,protec its rightsand interess ihany Development. UIderthe condîtioIlS descrbed in thssentence.

-6

GSDOC.f3Q406M1214/2003 8:4:H'M

,8. ÚovenantR(jtto ÚotlpeterNonsolicìtatIon. As a condìtionptecedent to the effectiveness,ofthisEinpl~yrent A!tt:,eíleIt, apll in r:nsîderatiol1öf theOompants~gr,eement to pay:yoqtheseveranøe bene:ftssetforth in:S:etioti5,youa,knowledgeanda:greethat d!Ul1.gYQri .êffl?l()y.ent~:ytle Compani~:'â.(t,for the periods specified below following termination afyoUl'

~rnpIQyment(wlttb~tt~riínatôn øfemnlaymel1tis byyou.or by theConìpanyl VQllntàrbt

dnvolunta, wtthorwItbO\ltqause¡ før anyrea$on or :por~n), ¥oUsli¡i1 not. engageii;t4e;åctivities;setforlh in .clauses (a. and.(j) below, whether as an owner;Par~owner;. pllr.

'4î1'ect9t,()ff~r! trstee, ènapl()yee~; .agent.constìltæit,joìnt ventuer, stockhold.eI,repr~sèntatìve";søîeptopi1etot,I11dejjeitenttnnttàltør or in any other capacty

fa) Noneonipêtition. ßolongas you areempløyeby the Company, and t()r.thel?eri~ttendjn~oRe (JX¥eæ-:it£fer tertihationøf;suchee'l0ytê,nt, you $hatlnot erigageinQ:rRarl'tp'~leibiø.y attlv'Ùy.~bllsiRø$s, ¡nrga'iizRtiøt1 orentity whíÇ;hdiretlyco:tnpêtetw¡íhtie~si:t~ss(j,~Uiø:Ci?.tany (~s.defíned below); and .

(P) . .:.NolÌSØii~itätioit,~$ø lQ'A$;a$,yø\Î;äteemployedbytleCømpany, andròi thø~erdd,'tna:Úlg',êiiø:,($)y~,Mterrettinati9tiots.t)êh..emPloynent, you shf1ll-iiot,4itectly'PI'indJreß.tly'£~~solicit~;'Ût¡vertÇlr~akeaway anyexi$ting'custøIDer or :busine!3:øftle

,dÔQ'P@X4ot(b)'hi1:,,:êngagt. retain, or solcit as an emplôyee,consultantor în,arl¡y,othercapae~;'âñYitineeì,;dir-etør, inátà~eÏ',enlployeê orcòtsultantenìployed by theOønip,~~~t'tbe'tìet);t¡ 'Q.Ï"at Rnytimøintbe,telve.¡month.periôd priortojYQlítlihirg,engage~ent,retentìnll~r selte'ì'ationofsuøhperseT1, .

NøtWítJtan~ir:tøtÖregQing, YòilÌÍa,yhQlduptô 5% ofthecapitål stocköfanypuluçi¥~tìded'ÇQrnPaiY¡ itGlQ;~g;:eJ,ethat~ir:e~iyeoqipetes'wifu the13usIness'nffue ÇOmPai;y~ wmi()\,tlieill~dëeirêdfo. hâVe'bte.àchedStètiørt,8(ä) sölelyün,aooöunlof such stoek@wuership.,

;rlìe'~B:ii$in(t;l!iA'eØnltgij.t':ll~s (ì)anypUSÍless which is atrlv~inlheptoytsi()ìtØf

Teseahprßci\l~~'~ìl$i~s;lt~11i!.g~Rçe datal:a~~,¡alivis()ry servía~sa,ddeclsiÖI1SUl?P:Ort;tøol$t@,t1eoiophaiáeeticlcal m&mana;ged'healthare.indusmes or(íì)any otherbusiness'i!,wblch, atthe.time:øttel'atîon,òt,¥out empjø~ent. the (;QIIpàiiy isengaged til' ,hasmadedé:tdtive,lla:tø i:lltel; m ~!tlnØwîngtwëíV~:itontis.

9; . Relê~e'Òir'tiót Claims.

(a) ... It'e1eae. ;QtQ1l~aerätíQI1 offue piamiSëS by the GompânycoI1taIned UìthsEnio~eiit.,Ag:eerne:t. .~nciudingits offer to you of severance benefitstiderçerain

cîteum~tácesyou hel.ébyfúlly anduncortìtíônally 'releaseandforeverdischarge'theCØlll?ãný; îf$søiestøckhòlder~MdèachJ.)ttheir currtatd tønìet sûbsidiares,

JlmUatØ$:,õ.fticers, ditêet(;t$, *fpløyees. agêrtts and attorneys (()lleaively; the'1l-ele~eeS"l'øfñ:Qniaryandall .clairns.çauses of action, snits, obligations. Øenla¡d$.debts. áø.eëits, prømìsés.liabUities, controversies. costs, damges. expenses,and

.attömøys'lfe~ whatsØØ:vet(Whêther ,class, dervative or individual ìnnåtùe)~ Wheterbased,e.tanYfètêtJ:J o':cs.trltelaw orright qt action. at law -or in equity ørotherise)foreseen or'unforeseei:. 'IDattedor unatured, known or unkown, accrued cit.not

-7-

GSDÖCS-130Da5-1121412038:43 PM

. accrued, which you now have or ever ha against any lt~leasee~ìnciudig.)Vtloutlünitation.anyand allelaîms to O)micapîtåstock ofthé eompaiI;or (iilarsîng frbmor relatng toyolU employment or othexrelanonsmp with theCtr.~panypriorto the:dateJieret which,irieaeh cae, ftomthehegigoftlø world toWstÚtérynuhaveor ever

had or couldhaveincconnectionwitb,arsingoutol:orwhichitratyway relatetoarY~t, .!ailutestoaøt,oIissions,misrëprešentations; fåêtS~evén.ts.irsatiôti; OCctricent other matters in existence or that haveoccuredQl' .otpnór tò thedøteliereof

'(b) Exceptions. 1'e release eontaîned inSeeioi9(a)does iioh'eleaetheCompany

from (i) any cJajJDS you have foraecrued vacatióntUeótôthêi: accmed.beneñtsòt forså1ai that h8$àocruedbuthawtbeenpaid$in@the'.prev¡ous'~äýtllpåymentdate.ot.(ii) claînisforcai~ ~tock oftheCpmpanythat'isawar~ pUrs~loi.~.Employment~eeeIlto:tciaims for.an'yotherngbor benefits grtèt. by'thë Conipaay under or,ptlsuat.totJs.:£ploynent Agrëenentfòrtlepøii()dbe'git1ing'M;øtthe~ttfæthtedate

o(,thsA'gteeinent. . ".10" . .' PërS()JiaIAgteeeIÍt,Thsagreeinenl.ispemonåltoyo~æd,youm.ñótasSigordelë$~eanYQfyour.rèSpeetiveiig;hts orø'bjgtions bei'elUdt. Witholìt fittøl)linmg"our wrUtm~Jlßent:prøv¡ded~.ho'Weyei',thElt Î,. tle'evêlt4fyourg,eathYölte$t1\ ;sl1lØ:~e'~ntîtledtoenfi'ae

aiy'pa.yient provÎsions lieieofbasedupoiiyourperf0nnance,priorto deatb',We,niaY8SSigttbsBm.pï()~eñt'.Agleentøntwithout.y()ut.cónsèlÍUoanyentíty;thát,'â'qUitêSâÍloi'.subs.tartìal1¥åU of

QUr1)ll$ltJèssoì ass.et', whetet.by::setS'e, '$hare $aie.roer~e:t tirotfer~~aGli~ìî; howeVer,MY atlir aSSlgreiitiby'us may only be made witlìyo!:W,'tei:C'lJsent.

1:1. ,Notices.All ii()tices,reque.šts~ c'Öttsents,déman~ ~iâliS.aniot1ercoïñunieäti()nshereuner$nl1 bêÍíWctiiig, . Aîynott~".tequest, COl$eitt demanq, ~iåim.Qt()tlêtCOtniic:tjonhereu;tu~Shaiibedeemeti 4ulf delivered'f.o1l bRRÎessdaysaføritissent byregišteredorcerfied mail. retu recipt toequested, postâgeprepaid. Ofoneibusinesdayaft itissëltt()rnextòuSì~:s dåY delivery via.âreputable:natIoàwide'Qvengbt ~\iøt$entiçe,Íí

each Wle,to-the;Íítendedrecipieiit as. setfQrtbelow-:

JftotheCompany, to:

DeeisionResources. Inc.iô~lCbales Strt

WaltJ MA 02453Att:PetBoelJgsòerg.Telecopy: 7S1..296~2794

if to you, to:

TelêCopy:

.sGSOOC1aofl11214~ti:43 PM

Any par may give. å1y nøtìCèt ;request~ .c:eínai e,iaim~ QÎ'øthercQtnUnß1tionhetundetui;ítigany oter meas Cincluding personal deUvery,e~i~dcø)tø:"nies-eer serice~te1ecPY"telextordîarmaiI) or eleotronc:iaU),bl1tno suchnöttcereques, demand. claim~ orntb~

comuncation shall be deemed tolivébeendu1Y$ÎvenunèS'ad untiHt acttaly is reeivedby the p~y forwhomitÏs mtel)d~. Aiyparm~Ycñang~'the~iless::twhî'ehJiotice,requests; consets~ demands,clams~ and (ítlercnmmmiiçatÍoi) bereunderareto be deliveredby

givig the other pares named above notice in the'nierlierinsetfort.

12. Waìver. The failure to inSistuponstrctcompiîaneewithany:oftheterms~ cøvenantsorconditions herein oontainedsli~illnotbeô.eeined a waiver'~fs:ueht.st covenants or conditionshereof, nor sña.UanywaiverórreliIquisbmenl ofatyii'gbit~yøne()t motêHimesbedeeied a

wàÌver.'or.relinqøishertõfsuch itghtatm;ý.øthertimeøt:fue$..

l3.Remedies, You~la()Wiedgethatyour o~ijgltions';s:e((ori,ln ,Seeti'ØSQ" 1 and 8 .Qfthis

Employment Agreeertare,ofa spialàñdtiquøcliátcter,am'thfanyVìolaûonthétef

cAidcause..irreparble,håt,.and.däta~etòthèCöñlPäny'tót'Vhitth.tn(1~èfardãmageswóuld'beinsu:fficienL Accordingly, YQUagrë~ thattlie.CømpauY,sbãl:ii~:',øntitld.toin,unctVèreiiefin

addìtiontp 'anyother'reinedi. avaìJableat;làwjI)'Otaet(tø' eqÍQlte':tiepr'O'VSÍøns ò'íSections.Q,.7

ånd8.

14. Miscellaneous,

(ao) The pâriesagreethatthisBmplóymentA:grêêñ~t.$lìlbe ~óve11ed hyand

cøii$tr~ iti@òrdâncewitb theintemàlsùD$ta~:Vèla)Vsóttnë (góinónwealthòf

Masachusettswitholltl'êgåltotne ehoice:oflaw9f~'ltlittSoftawprciples thereL

(b). ,,1fanyportionorproVisi()nóftbEniPlØYnent:Agèem~nt$naU ioan)' è~teit bei,vâIidot unènfotø~le~thêreajdèr'óft1s Emplóii~l1tAflnle1Ìt,ortlie~pplicat()nóf sucll'i:ønøtptovision iøøir\ls~~othert1en'thosein which it isheldiIvalid orunemorceale, sbâUnQtbeafeéted,:tètèby~ pro.videdthåt, without suchiIY'dpørtòn or-proviion, tDeagreement cøndiiw~àÕlymisu.bstJtillYteflcetthe innt,iÖls ofthepatøs ase:K.@~h~n~aid~h poï:ÍJl1Qrptovision Of

ths EmploymeiitAgrceinentsbal beva.Q,-~enrceto,the files extent pemitt by

la.w.

(ø) Ths Emplo~ent A~el1t'niYnotbe'~~~()l'Ji1ndifed in whole orin par,

except by an instrØìtin wrtig signed bybath YOU,aItl us, Thís.Bmpl()yment

Agreement oontanst1e entieagremen between the pàøsin respeofits subject

maer and superöédes any an al poor or ëØntei~~~ ~greement$, wheter ora or

wrtten, with tespcUhereto.

(d) The provisions hereof sliall be bindigUpönaïdsli Ìnure to the benefit of your

lieirs, executors, adnistrtorsorot1ér legalreprestatøs and tf) the Conian'ssuccesSørs RIdpenntted assigns.

-9-

GSOOC13040115.11214I20038:43PM

Pleaseçonñnlyal1acøeptwt:~.øfat4'agt~~tiittO, the tQt~gø¡;ngternsan~l conqitions

by:stgngønd.rêtÙï.totle,Cotipaiytheex:a.copies,ot,thsEmployment Agreement

V(ety.ttiWYò:ts,

DECISI0NRESOlJCES,.INC.

B¥: ....~..tos;l\JNan,a;3Jitl~~~\~T

,ACCEPWEDAN.AGREED TO;.

-10-

GSOÖC-1S0401'1214/20038:43 PM

,AMNDMENTNQ.l TO

EMPLtl:tM£Nt .AQRE.ElVENl'

This ,AMENDl\niNT (this "Amen'dnient'~) Is entered into as ,ofDeceniber 22.~OØ8lîYâtld,àmQilgD~cìsìõii :R~sòuitce~~lnc,~ (the ~içQQipaøy'))and James MeDermòttltbe~'ExøclltWe'!l¡. 'TneCo.mpanyand, th~ _Ex~~u.tive 'enteredìhtØ an EmplQyment f\gr~meQt,d~tedasofJ)eeemher ,8~ 2D03'(åsarended to ,the, date hereof, the ~',Employnient Agreemøltt~').' Ihepames hereby deSire tQiRakeç~lti:Íp..addí(jQüâlaniendm-entstò the EmplQym-i:nt Agteeij1el1t tøre:tec-t the ;s,slian,ce of:fl1il l'eglllat;Qfl 'llP:iJer:$eciinn 409.tof the. lntep;al~e:venl.eq.oaeot1986, as ,ame.nded (the"~C()de~'), Ati:y':êâpitålíièd'term: uSèdbut fitit defihedhereìnshaUhä.'vê ,themeaJmftåšØâbei¡f"theretò m'tfteEtñrJlpymentÅRreement. eK:ç;øptas otherwise Pto~iaed.

,AmendnientsClárifyìugT;ime of.RaymentsofCertain Separation Payments

J , The Iof1owiitg;tis addeif ãs the last. sêttericè to' Secti'onS(a)(i)of the Emploým:ènt Agrèenlerit:

:il::i~~~~:=~~=~~:~~~ ~~ïtlrb1è,)P lump sum no läter th?n thitl,(3Q)d:aí$

2. The:follo:wìng:js.aâdedãsthe~lastseritenëeio'Seøt'Ío.ìl$(h) oftbe EniploynèhtAgteemti1t~

.AUsl1cin:paYmêntS:let~iI\sbaii 'be;plLyablø, 'irillltlpsQI no latc~t .thiu'ttJytioJ days

follQ"w,ng:tne4ate Pr.terlla'tPi:\ ,,'"

g:, the tQl1øWig/isadded as 'the last senteii(~éto,S:èction5('CJ of the EmploymejltLAgreemêm;

A'Il 'such pa"m~uts lîêrejn sbai.b~iiaYilble in b;¡mp sUm, no .later tl:at1 thîriy ,(~:~) ',Gays(ø11øWl(lg:tte'dateQ!tetnii"laiIon,. " ,. , '

Amendment: Adding Section409A ,General.:Compliance, Provision:

4~ Thè folloWing,isaddt àsSeøtion 15 'tÖ,.thêEnip:loynientAgr:ee;lIent:

,.Së.ctlonAJ)9A Cbm.iiianoe;

a" Six Month Delaxfòr SpeeifiediJ3mplnyees. liäty-paymen.t, còrtip.eUSi:tjöÎl,òt.Qtlt~rbøtietlt p¡iøyia.~gtôtheEKeGt1tiVejncQnnectiQn.witli his, einplöYtlentterminatiQn isdetetm.iped, hi w1iole orinpartf'tøconstitute d~nonqualifed deferrëQ: çöinp.ensation"

,within the ti'øang QfSettion 4Ø9A an4theEx,eeutivei$â specifiedem-pIoy.ee;as'

çletlned in S'ectiq11409A£2)lB)(Ð,.no part of such payments shall he paidbefore,"teda;ythatis 'Si:K(6) monthsplusoÍ1e (1 )day aførihedate ofterminatiøn'Of earlierdeath(tbt; r~MewPaymentDate~~, The agßregateofany paymentsthatothemiSeWQu1d havebeen.paidtothe Exßcutive duringihe period betweentle dåt. oftermination and the NewP,ayméltDåteshallbepaid to the EXeCutJvéii; a lump sumon such NeW PayinentÙate. Tbareater; any payments that remain outstandíng:as;of

NY2,\ 1945!li~\OI\i$PHI/II.qOCI424~1.OOØ i

.- '.

tbeday imn:aliately folløwingthe'NeWPayment.Datesha,ll be.paidwithóut delay

Qverthe time;peciod ()t:gin~lyscheduied~ in ac~ørdance wjthl;e tëtn,ofthis

~~een:e,nt. Notwìthstading:thefolegoing" tÖ.the.èXtentthatthe-Joregoirig.ap.plìeS.tØthe,provisionnf'aIy.nngoin..weltart :pep.efitstø tleEx:e~Rtivetha.t wóuldnotbeIfe~tiited löbedelaýed if the premiums tbereforwere paìdby the Execntívt¡ theJ$*ecutivtj sha:Upay tb.efnnGostof~rimtltlltfS fôr'.s.uçh we1fare benefits. during the six.,month period.andthe ,ComPanY shán pa,ythè\EX-eø1ltiYean.'8øünt~ql1ai tc¡ thèamøl.ntøfsuch'premiumspaidbythe;'Exe~utive duriígsuch six..month Periodptømptlyattr its cQrtth.ì~iön.

b~, (Bomplìance;, ThePartiesacknow1ep.geand agre¡,'tRGl1h~.'mtetP);øtattQt\ øfSRGlion40'9Pvánd:itsapplicationl0 thetern: ofthisAgreemetit;j'sançérlin ani.:n:~rbe

$ubjê,ctto qhàbge as .lldditîona1 ~i.däteeiìritll'átei:îétatiørisbeOrie'-ävailable.Al)y;hing to the Ðø1'trarY'dherejtlnt)tmt':~~4mtt.;RU~ll~fit~"ötpayroetlt~prqv:idedby.theCømpanytö.the Executivetnatwould be, deemed to Cunstittite '~on'qyii.tìead:efe'ted CO" ... ',ertsatìÓÏ1~' .wi+h'rfth.emë"tin'o.fS' ;ea+"::n 4ingJÍ,'\ê Iñtënôèd''tco' '. ".1.' .....'.. d' . . . mp, .... ..... '. .." 'wi . . .' . ._ ..,.Rl.g, .....' .:tlft \l,ngr.., ..... .... lit. rn Ywîth Sectr0I14P9A. ..lf.however.RI1Y ~14ç.h~el)tff,tQl':PAYJ~rtri$ depm~4t(ljlQtcoñìplý with Sec:tion 40~A. the Compan andtbe:Ekècun¥eägieé;fo'renegotìate.ingö9a. f'àitb anY suchpenétit '.01' payïetit,CliöhilJ.ì.. Witlöltt. ~l~atiQnia'sdtQ the timiiig

of any severancepaynientspa;yahleliereot),sothaì; . j;an 4Q9~V"il1,tiot. '.'appiyòr (i) C0Ilpliaicewìth$ectîön409AWîÜdl§,e ....... .' ". . .. . ......' tho.wever, that'anyreslJltingren~gpti¡:ted'terrs:s1;aUprøyide'tpth~e~e~tíVe-tle.~el'..~ eCt)nømi~

eq)1i"alent. of what otherwisehasbeen:Pfovided,T.o theExeOutivepuruanf:tot1reterm$QfthisAg,f~ent, andprovided,ftitter;, ibatanY'detetfál()f:pâymênÍ$,o~otherben,eflissl;al1pe pnlYtøl'siich titeperio(\ as may 'be(teq~§P.tqcnmpirwìth Seçtiøri40~. .

'c. l'ertriinatîon 'as $epaÏ'åttön from Servcê¡ A'teimnatíòííofemplo)rènt shall nothedeemed tQhave oÇCl.trecl f()tpurpös~s'øfálYPr()YlstOj:r;ol'thi~Agrëemetit:pr()viding:fòrtle.paYiientofany'amo1lts orbeiietìt$slibjecttøSeç(fpn4Q9AapQ1)' or

following a terminatiön of employment unless,.suchtefrinàfimi, is also a t~separation

ftom:s~ice"''Wt:iIl the mearingQf'Sectiørt409A",:atf !Ø~dli:møses Øi'MY sijth

provi~ion of this Agreeinent, references to a~'r~signaÛ'Qn/' ëtttrninatkm;"~

''terminate,'' "terminationòfetp1oyinønt"'or likë ter1's: slîáÌlrieánseparatIóI1 trom .ser:c;e;

d.I?ayments for Reimbursements. In-Kid Bertêfitsåld Tåx.'@r()sS~U!ls. AU

rein:îbursemel1ts fOr9oSlsend,expens~J1i:dêrtbi$Agr~~metit!$hal1 hêP'algiit noevent latertbantheend of the eaten dar year .:ôllø:wng the calendaryeadn whÎ'~h the

EXe(¡utfvejrtc-urs "such èXpetlse.Wìtltegarqt~Rï:y:prøvrs1Qn'herelitbát'1?t!ö\1jdéSfòl'reimbursement ofcostsaiid expenses or in-kindQene~toS~dexcetaspernítted bySectìon409A, (i) the-right to reimbursemeníot in..kmdbênefìtssMllnotbesûbjèèttoliauiClation or exchangèJoranotherbeneÍÌt,and(il)the.amøutltQfexpenses eligiblefor reimbursements or:inc,kind henefitsprovided durnganytaxåhle year shal1 not

NV2:\194592210 III SPfftlO I !D0248J.00 I 2

affectthcéxpIDseselìgiblefor reimbursementodn-ldnd benefis to b~protTided ,inany other t_bleyear, pxovided,however, thattbe:fbregoing;~1åuse(ii) shall not bevio1åtedwithirega to expenses, rebUfedUud.erJûlY artMgementeoveted'.bySection l~$tblöfthe Codesolel)because such expenses ar subJect toa lìmitrelate

tothepetio4tlie etangement iR in effect.

e" RaymentsWithinSpecñed Number of Days. Whenever a paY1)e~tnnder thisAgreetnëntap,ecifiesapayientp:eriod with reference to a tiumber of days (e.g.,'~payient sla11beinadewithJlJhlrt (30) daJS'f'olbiwingthedate oftenninatiQn'')~theactUáI,dateofpaynent within thespecìfiedpenod shaii be,wlthinthesole:Qisçretiønofthe"Compan$'.

f. .lnstäUÏ1ëntsas:SšëpartePâi¡ìnent: rfunderthiAgt~etit; an tiOl)t is paid in twoQrmoi:e ins$.ents, for -PUJ()SeSQf SeçtiQn 40?.i; eaçlmstaJinent:sha11 be treated

åsåsêpratépâ)'ent.

'1NWl:r~$$WøREÖlì'tl,epal'esller,~tøhayetatlse4-thì$:Amendment tod&e', exe,~tetlasoftle datenrst;ahovewritten. ' ,

:~~'N"amê;: " 'pilOmlGSERTitle; CEQ~*'..

-~..; ~EXEetlV:l

Ry:

NY2:\f945922\l\ISPHlO I !.,00424S1;QOOI 3

EXHIBIT C

Boston. Bnisels Lodo Tokyo

January 1, 1999

DECISION RESOURCES NETWORK SERVICES AGREEMENT

The Decìsion ResourceS coitanyprovides computer resources and network services toensure the efficient conduct of its business. A.y staff member or perSon working to usethese services mtlst read and~gree to çomply wiìhtheELECTRONICCOMMUNCATIONS POLICY, which is attached.

Please fill in beloW (*employees)

EMPLOYEE#* WORK LOCATtÖN HlREDATE*

NAME: MLATIONSHIP TO COMPANYOrItER THA EMPLOYEE:

SPONSORIú STAFFMEMBER:

NETWORK SERVICES AGREEMENT:

I have read and do understand the ELECTRONIC COMMUCATIONS POLICY. Inconsideration for hayìng access to and usingDR's inforiation. equipment or technology

services. I agree to be bound by and coinplywîth all requirements to theELECTRONIC COMMCATIONS POLICY. I fuer agree that upon requestorupon my tennination of e . . yient with DR, that I will retu all hardware; softare;

eliontA ompany e nM i' J~rnation; mona and ac ;1: Z;ossesiolL

Date

The Business Implication of Technology

1

i Decision Resources¡

l~ '''''''- ~;~- '" "" '."",,,w,,,,_..,, ~""""'''''H= "vA~_~ "~"""A""=- '7""'''''Iw_''''

Polley &ProceDRsDepartent Name:

Policy Locatjon:

Policy Type:

Human Resources

OR Waltham, DR Interstudy,' DR Loncloii

o Department Only 0 Draft . Public Policy Date: 10/1/1999

Policy Number: 535==========~~~~~~~=====~~~===========================~================================~========

Policy Catego,y:

Policy Name:

SOD StandardsofGonduGta'nd Em¡)loyment

Electronic Communications Policy

I. Purpose

The,Company fully' lhtendsto prøvidêor ,contract for the communications services and equipmentnecessary to prómotethe effcîentcondud of its bU$inê$s. This tiolicy provides guidelines for theacceptable use ofthe Compahy's computers,lnternet. e~mail, voicem;aJl, faC$imile,

and other offceintercommunication systems and on~linêapplications (collectively "Electronic CommunicGltjdhsD).

II. Policy

Please beaWare that

(a) all Electronic: Oommunìcatiohsarëto be.used for business purpQses only;

(b) all Electro?ic ComrnUnications are or can beautornatically storedon aback-up system; and

c) all Electronic Communicatioil$ aresubje6t to review by the Göpany's Managernentfromtimetotime or at any tirneat Management'sdisc.retion. .

¥outuse of Eleetronic Communications anne Company constitutes your consent to the

Company~srecording áildrionitorinsøf your Electronic Communications.

1. Computers, passwords. e.mailhardwarè and söftare,voite.mail hardware and softare; Interriethardware ahdsoftare.,CØmniunicatìons jines, facsiniile equipment and content including electronicmessages, doeurnehts, graphics HTML pages, and printed orelectrohicversions of all other informationare the property of DeCision Resources,lhc.

2. Electronic: Communications activities must be consistent with the firm's Policies and Procedures

Manual, aswell as with federal and state law, incliJdirigthe federal Electronic Communications PrivacyAct and state privacycstatutè$.

Electronic Communications must not be usedfor p.urp.oses that are otherwise prohibited by í'ny federalor state law. Examples of prohibited uses .include:

sexualliarassment or discriminationslurs régarding raCial or nationai origindisparagementpersonal insults

profanitiestrnsmlssionofthreatening;indei;nt, or obscene materialgambling .traffcking' instolEm propertillegal or improper use.öfcopyrighted materialmaterial protected by trane secret

Use Ofl:hotherorganization's network or computing resources must comply witnthe rules appropriatefor that n'et.ork. . , .$inc.e ¡Us impossible to anticipate every possible violation, it is incumbent upon the user toWeigh his or lleractions against the porpose and examples prøvided in this Policy.

3. llis the responsibîlty öfeåch manager to determine the forms of electronic commùniöalionsana

tYPes, of services which their employees require to fulfill their job responsibiHties; and to supervise their.employees:to àssure that they are utilizing these services in accrdance With the guidelines of thispoli~¥

4. llisthe re.sponsibilityof eathemployee who utilzes electronic communicatìónslo safeguardCompanyitiformation assets by understanding and complying with this policy and the relatedguÎdelines,i:$.$~tfórt.¡n the COnfidential Nature of CompanY AftirsPoliçy.

5.. All EfectronicCommun!c:ationssites. iricludingour own, maintain logs of access and uSeby

itJdiVdUal USer. the Company has the capabilty and right to monitor employee Electronic .Cì!rnrnoniq;tions. ij'G/uding e~mail. electronic fiJes.ànd system log filee gèiierated.by the use of Internetoron~lineapPlicàtiò.ns. l;he Company also has the technical capabiltyandtni: right to block access toEle,ctronic'Communicaüons sites. EmplOYees are forewarned that Electronic Cçmmunications ''ti:acks.maYbe made public either delìberately or inådvèrtently.

fL Internèt, e-ttaIland other ElectronicCommunications transmissions are Mfri'eGessarily secure.

and may be visible to others. No employee should assume that his Or her aCèesiitoqr p6mriunicatìontnro4gh various EieCtronic Communications is private. The Company is not responsible for ElectronicC'ommunièatii:ns seclJrity via e-mail, the lriternetor other comm\Jnicåtions systems.

1. Electronic COmmunications should be used for job~related communications., Empioyees should

refr¡:ìJi from participation in any e~maíl activity which generates personal maiL. EmplOyees are prohibitedfitmuSîng e-mail for soliciting non~Company business or advertising commercial ranterprises.

a. Employees mayencounter material ina network application that they or a eo-worker maY consider

ir!,apptoprii:te (pornography; vulgarjokes, statements of belief that some may consìder immoral. etc.).Eact, employèè is responsiblefor not óeliberately aêêe.s.sing, printing, distributing or using material that could. becónsideredoffensive,

9~ The Company ,strongly supportsstricl adherence to softare,vendots licensIng agreements.When at workorwl1en the Company computing and/or network resources areemployed,copying ofsoftwareln a maonerwhích vìblates the vendor's

license agreement is prohibited. Participation(including during oft-hours)ìn pirated softare bulletin boards and similar activities is prohibited,

10. çòmpany employees may download files to their local hard or floppy drives. All such files must pe. scanned for virisesprior to use. .Improper or ilegal use of the Company Electronic Communications SelVces àJid Equipment ""iir~$ùlt in discipliJie. up to and including termination. .

HI. Procedure

iv. Attachment

EXHIBITD

Policy Name:Policy Number:Policy Date:

Confidential Nature of Company Affairs520January 2003

t. Purpose

To establìshthe companý'spositíon relatedtothe confidential information of its business.

II. P()licy

The interíal businessaffaifsoftheCômpanYi particularly confidential information. represent proprietaryassets that each emplôyeenasacontihliii'goblii;ation to protect.

1 , ¡nformat¡orides!9nat~d åSCÒrlfidenfial iste .bediscussed with no one outside the Company. and

qiscussepwithin the organb:RfjQocmiyon a "need to Know'i basis. InaddÎlon, . employees. have aresponsibility to avøiaurinecø$S.arYniSclosure of t1on..orifidential internal information about theCömpany ,its amployees,it~n~li£mts, 8tc;ltsSl,ppijers, This resporisibmty is not intended to impedenørmal b()siness córimuØièitiQlisandr~ätiòl1h¡Øs; rather, it is interiqed to alert empldyeestothelrobliga:tiori to use .díscfètiorl 'tosalÉl~uardiritEitiaICoírpany affairs,

2. Decision Re$òurce$, Jòc!s repytåtìon i$ biißed to ..nimportant degree upon the guarantee tohandle all ìrifoim~ti911dÎScl9s:eclbyitS clients In ¡rprofes~Í(inal,andconfidenlìal manner. We incorporatethis,guarantee in terms: öfo,ur qpnfraçts,. Wehf,\lea standard of professional conduct to maintain, butalso, as a corpóratlon, wa:are legally re~pOnsil:le in the evenUhat we fail to pre$erve confidentialiy.Both the company and its slåff\members share- in this respønsibilty,

IU. Procedure

All mediii inquires and other inqulrei of a general nature should be referred to a member anne OffcerManagement Team, In aaaitiøn.-aU press: releaSes, speeches, publicetions, and other offcialdecl..rations regardingtheCøipany mustbe apProved in advance by Ihe Vice President, Marketing.

Questions abóut employëe reférènçe$oróther iiformatioli concernio9 current or formeremplQyeesshould be referred to the Human Resoi.rceOepårtment