**4. ****Bonus Payments****.**     (a) Within a reasonable time after the end of any Performance Period and before payment of anybonus, the Committee shall determine the extent to which the respective Performance Goals and anyother material terms of the bonus awards have been satisfied.     (b) The Committee shall determine the effect on any payment under the Plan of the disability,death, retirement or other termination of service of a Participant. The Committee may in itsdiscretion at any time modify or terminate any Participant’s eligibility for any payment hereunderif the Committee determines that the Participant has engaged in activity in competition with, orotherwise harmful to the interests of, the Company. No benefit under the Plan may be assigned ortransferred by a Participant during the Participant’s lifetime.     (d) Participants may defer receipt of all or any portion of a bonus under this Plan if and tothe extent permitted under any deferred compensation plan of the Company.     (e) A Participant shall pay to the Company, or make provision satisfactory to the Company forpayment of, any taxes required by law to be withheld in respect of payments under the Plan no laterthan the date of the event creating the tax liability. The Company may, to the extent permitted bylaw, deduct any such tax obligations from the Participant’s respective bonus or from any otherpayment due to the Participant.     **5. ****Change in Control****.**In addition to any rights a Participant may have under a changeof control Agreement with the Company, in order to preserve a Participant’s rights hereunder in theevent of a change in control of the Company (as defined by the Committee), the Committee in itsdiscretion may, at any time, take one or more of the following actions: (i) provide for theacceleration of any time period relating to any payment hereunder, (ii) provide for payment to theParticipant upon the change in control of cash or other property equal to the amount that wouldotherwise have been paid hereunder, (iii) adjust the criteria applicable to the payment of anyamount hereunder in a manner determined by the Committee to reflect the change in control, (iv)cause the Company’s obligations under this Plan to be assumed, or new obligations substitutedtherefor, by another entity, or (v) make such other provision as the Committee may considerequitable to Participants and in the best interests of the Company.     **6. ****Unfunded Plan****.**The Plan shall be unfunded. The Company shall not be required tosegregate any assets for payment under the Plan, nor shall the Plan be construed as providing forsuch segregation, nor shall the Company, the Board of Directors or the Committee be deemed to be atrustee of any amount payable under the Plan. Any liability of the Company to any Participant underthe Plan shall be based solely upon any contractual obligations that may be created pursuant to thePlan, and no such obligation of the Company shall be deemed to be secured by any pledge or otherencumbrance on any property of the Company.     **7. ****No Right to Continued Employment****.**No person shall have any claim or right toparticipate in the Plan. Participation in any period shall not confer any right to participate inany subsequent period. Neither the adoption, maintenance or operation of the Plan nor anynotification of a potential bonus hereunder shall confer upon any person any right with respect tocontinued employment with the Company nor shall they interfere with the rights of the Company atany time to terminate or otherwise change the terms of his or her employment, including, withoutlimitation, the right to promote, demote or otherwise re-assign any employee from one position toanother within the Company.     **8. ****Amendment and Termination of Plan****.**The Committee may amend, suspend or terminatethe Plan in order to comply with any legal requirements or for any other purpose permitted by law.The Committee shall determine the effect of such action on any proposed payment(s) under the Plan.     **9. ****Governing Law****.**The Plan shall be governed by, and construed in accordance with, theinternal laws of the Commonwealth of Massachusetts.