(b) The “Change of Control Period” is the period commencing on the date hereof and ending onthe third anniversary of such date; provided, however, that commencing on such third anniversary,and on each annual anniversary of such date (such date and each annual anniversary thereof ishereinafter referred to as the “Renewal Date”), the Change of Control Period shall be automaticallyextended so as to terminate one year from such Renewal Date, unless at least 60 days prior to theRenewal Date the Company shall give notice to the Executive that the Change of Control Period shallnot be so extended.**2.****Change of Control**. For the purpose of this Agreement, a “Change of Control” shall mean:     (a) The acquisition, other than from the Company, by any individual, entity or group (withinthe meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of l934, as amended (the“Exchange Act”)) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under theExchange Act) (a “Person”) of 50% or more of either (i) the then outstanding shares of common stockof the Company (the “Outstanding Company Common Stock”) or (ii) the combined voting power of thethen outstanding voting securities of the Company entitled to vote generally in the election ofdirectors (the “Company Voting Securities”), provided, however, that anyacquisition by (x) the Company or any of its subsidiaries, or any employee benefit plan (or relatedtrust) sponsored or maintained by the Company or any of its subsidiaries, or (y) any corporationwith respect to which, following such acquisition, more than 60% of, respectively, the thenoutstanding shares of common stock of such corporation and the combined voting power of the thenoutstanding voting securities of such corporation entitled to vote generally in the election ofdirectors is then beneficially owned, directly or indirectly, by all or substantially all of theindividuals and entities who were the beneficial owners, respectively, of the Outstanding CompanyCommon Stock and Company Voting Securities immediately prior to such acquisition in substantiallythe same proportion as their ownership, immediately prior to such acquisition, of the OutstandingCompany Common Stock and Company Voting Securities, as the case may be, or (z) Gabelli Funds, LLC,GAMCO Investors, Inc., Gabelli Advisers, Inc., MJG Associates, Inc., Gabelli Group CapitalPartners, Inc., Gabelli Asset Management Inc., Marc J. Gabelli and/or Mario J. Gabelli and/or anyaffiliate of any of the foregoing, in the case of each of such clauses (x), (y) and (z), shall notconstitute a Change of Control; or     (b) Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) ceasefor any reason to constitute at least a majority of the Board, provided that any individualbecoming a director subsequent to the date hereof whose election or nomination for election by theCompany’s shareholders, was approved by a vote of at least a majority of the directors thencomprising the Incumbent Board shall be considered as though such individual were a member of theIncumbent Board, but excluding, for this purpose, any such individual whose initial assumption ofoffice is in connection with an actual or threatened election contest relating to the election ofthe Directors of the Company (as such terms are used in Rule 14a-11 of Regulation 14A promulgatedunder the Exchange Act); or     (c) Consummation by the Company of a reorganization, merger or consolidation (a
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“Business Combination”), in each case, with respect to which all or substantially all of theindividuals and entities who were the respective beneficial owners of the Outstanding CompanyCommon Stock and Company Voting Securities immediately prior to such Business Combination do not,following such Business Combination, beneficially own, directly or indirectly, more than 60% of,respectively, the then outstanding shares of common stock and the combined voting power of the thenoutstanding voting securities entitled to vote generally in the election of directors, as the casemay be, of the corporation resulting from Business Combination in substantially the same proportionas their ownership immediately prior to such Business Combination of the Outstanding Company CommonStock and Company Voting Securities, as the case may be; or     (d) (i) a complete liquidation or dissolution of the Company or of (ii) sale or otherdisposition of all or substantially all of the assets of the Company other than to a corporationwith respect to which, following such sale or disposition, more than 60% of, respectively, the thenoutstanding shares of common stock and the combined voting power of the then outstanding votingsecurities entitled to vote generally in the election of directors is then owned beneficially,directly or indirectly, by all or substantially all of the individuals and entities who were thebeneficial owners, respectively, of the Outstanding Company Common Stock and Company VotingSecurities immediately prior to such sale or disposition in substantially the same proportion astheir ownership of the Outstanding Company Common Stock and Company Voting Securities, as the casemay be, immediately prior to such sale or disposition.**3.****Employment Period**. The Company hereby agrees to continue the Executive in its employ,and the Executive hereby agrees to remain in the employ of the Company, for the period commencingon the Effective Date and ending on the first anniversary of such date (the “Employment Period”).**4.****Terms of Employment**.     (a) Position and Duties.     (i) During the Employment Period, (A) the Executive’s position (including status,offices, titles and reporting requirements), authority, duties and responsibilities shall beat least commensurate in all material respects with those held, exercised and assigned atany time during the 90-day period immediately preceding the Effective Date and (B) theExecutive’s services shall be performed at the location where the Executive was employedimmediately preceding the Effective Date or any office or location less than 35 miles fromsuch location.     (ii) During the Employment Period, the Executive agrees to devote his reasonable fulltime and attention during normal business hours to the business and affairs of the Companyand, to the extent necessary to discharge the responsibilities assigned to the Executivehereunder, to use the Executive’s best efforts to perform faithfully and efficiently suchresponsibilities. During the Employment Period it shall not be a violation of thisAgreement for the Executive to (A) serve on civic or charitable boards or committees, (B) serve on corporate boards or committees other than the
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Company’s to the extent approved by the Company’s Board, (C) deliver lectures, fulfillspeaking engagements or teach at educational institutions and (D) manage personalinvestments, so long as such activities do not interfere with the performance of theExecutive’s responsibilities as an employee of the Company in accordance with thisAgreement. It is expressly understood and agreed that to the extent that any suchactivities have been conducted by the Executive prior to the Effective Date, the continuedconduct of such activities (or the conduct of activities similar in nature and scopethereto) subsequent to the Effective Date shall not thereafter be deemed to interfere withthe performance of the Executive’s responsibilities to the Company.     (b) Compensation.     (i) Base Salary. During the Employment Period, the Executive shall receive anannual base salary (“Annual Base Salary”), which shall be paid at a monthly rate, at leastequal to twelve times the current monthly base salary being paid to the Executive by theCompany and its affiliated companies as of the date of this Agreement. During theEmployment Period, the Annual Base Salary shall be reviewed at least annually and may beincreased at any time and from time to time in the sole discretion of the Board. Anyincrease in Annual Base Salary shall not serve to limit or reduce any other obligation tothe Executive under this Agreement. Annual Base Salary shall not be reduced after any suchincrease and the term Annual Base Salary as utilized in this Agreement shall refer to AnnualBase Salary as so increased. As used in this Agreement, the term “affiliated companies”includes any company controlled by, controlling or under common control with the Company.     (ii) Annual Bonus. In addition to Annual Base Salary, the Executive may beawarded, for each fiscal year beginning or ending during the Employment Period, an annualbonus (the “Annual Bonus”) in cash as determined by the Board of Directors, in its solediscretion. Each such Annual Bonus shall be paid no later than the end of the fiscal yearfollowing the fiscal year for which the Annual Bonus is awarded.     (iii) Incentive, Savings and Retirement Plans. In addition to Annual BaseSalary and Annual Bonus payable as hereinabove provided, the Executive shall be entitled toparticipate during the Employment Period in all incentive, savings and retirement plans,practices, policies and programs applicable generally to other peer executives of theCompany and its affiliated companies.     (iv) Welfare Benefit Plans. During the Employment Period, the Executive and/orthe Executive’s family, as the case may be, shall be eligible for participation in and shallreceive all benefits under welfare benefit plans, practices, policies and programs providedby the Company and its affiliated companies (including, without limitation, medical,prescription, dental, disability, salary continuance, employee life, group life, accidentaldeath and travel accident insurance plans and programs) to the extent generally applicableto other peer executives of the Company and its affiliated companies.     (v) Expenses. During the Employment Period, the Executive shall be entitled
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to receive reimbursement for all reasonable documented expenses incurred by the Executive inaccordance with the policies, practices and procedures of the Company and its affiliatedcompanies.     (vi) Fringe Benefits. During the Employment Period, the Executive shall beentitled to fringe benefits in accordance with the plans, practices, programs and policiesof the Company and its affiliated companies in effect.     (vii) Vacation. During the Employment Period, the Executive shall be entitledto paid vacation in accordance with the plans, policies, programs and practices of theCompany and its affiliated companies as in effect.**5.****Termination of Employment**.     (a) Death or Disability. The Executive’s employment shall terminate automaticallyupon the Executive’s death during the Employment Period. If the Company determines in good faiththat the Disability of the Executive has occurred during the Employment Period (pursuant to thedefinition of Disability set forth below), it may give to the Executive written notice inaccordance with Section 16(b) of this Agreement of its intention to terminate the Executive’semployment. In such event, the Executive’s employment with the Company shall terminate effectiveon the 30th day after receipt of such notice by the Executive (the “Disability Effective Date”),provided that, within the 30 days after such receipt, the Executive shall not have returned tofull-time performance of the Executive’s duties. For purposes of this Agreement, “Disability”means the absence of the Executive from the Executive’s duties with the Company on a full-timebasis for 120 consecutive business days as a result of incapacity due to mental or physical illnessdetermined by a physician selected by the Company or its insurers and acceptable to the Executiveor Executive’s legal representative (such agreement as to acceptability not to be withheldunreasonably).     (b) Cause. The Company may terminate the Executive’s employment during the EmploymentPeriod for Cause. For purposes of this Agreement, “Cause” means (i) the Executive’s continueddocumented failure to perform his reasonably assigned duties (other than any such failure resultingfrom incapacity due to physical or mental illness or any failure after the Executive gives noticeof termination for Good Reason), which failure is not cured within 60 days after written notice forsubstantial performance is received by the Executive from the Board which identifies the manner inwhich the Board believes the Executive has not substantially performed the Executive’s duties, (ii)the Executive being convicted of a felony, or (iii) the Executive’s engagement in illegal conductor gross misconduct injurious to the Company.     (c) Good Reason. The Executive’s employment may be terminated during the EmploymentPeriod by the Executive for Good Reason. For purposes of this Agreement, “Good Reason” means oneor more of the following conditions arising without the consent of the Executive, subject to thelimitations set forth below:          (i) A material diminution in the Executive’s position, authority, duties, or responsibilities;
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          (ii) A material diminution in the Executive’s Annual Base Salary as in effect on the date ofthis Agreement or as the same was or may be increased thereafter from time to time;          (iii) the Company’s requiring the Executive to be based at any office or location other thanthat described in Section 4(a)(i)(B) hereof;          (iv) any purported termination by the Company of the Executive’s employment otherwise than asexpressly permitted by this Agreement; or          (v) any failure by the Company to comply with and satisfy Section 14(c) of this Agreement.Notwithstanding the foregoing, Good Reason shall not exist unless (a) the Executive provides noticeto the Company of the existence of one or more of the above conditions within 90 days of theinitial existence of the condition(s), (b) the Executive provides the Company a period of at least30 days after the receipt of such notice during which the Company may remedy the condition(s), and(c) the Company fails to remedy such condition(s) within such period. Furthermore, Good Reasonshall not exist unless the Executive terminates employment within one year following the initialexistence of the condition(s).     (d) Notice of Termination. Any termination by the Company for Cause or by theExecutive for Good Reason shall be communicated by Notice of Termination to the other party heretogiven in accordance with Section 16(b) of this Agreement. For purposes of this Agreement, a“Notice of Termination” means a written notice which (i) indicates the specific terminationprovision in this Agreement relied upon, (ii) to the extent applicable sets forth in reasonabledetail the facts and circumstances claimed to provide a basis for termination of the Executive’semployment under the provision so indicated and (iii) if the Date of Termination (as defined below)is other than the date of receipt of such notice, specifies the termination date (which date shallbe not more than fifteen days after the giving of such notice).     (e) Date of Termination. “Date of Termination” means the date of receipt of theNotice of Termination or any later date specified therein, as the case may be; provided, however,that (i) if the Executive’s employment is terminated by the Company other than for Cause orDisability, the Date of Termination shall be the date on which the Company notifies the Executiveof such termination and (ii) if the Executive’s employment is terminated by reason of death orDisability, the Date of Termination shall be the date of death of the Executive or the DisabilityEffective Date, as the case may be.**6.****Obligations of the Company upon Termination**.     (a) Death. If the Executive’s employment is terminated by reason of the Executive’sdeath during the Employment Period, this Agreement shall terminate without further obligations tothe Executive’s legal representatives under this Agreement, other than the following obligations:(i) payment of the Executive’s Annual Base Salary through the Date of Termination
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to the extent not theretofore paid, (ii) payment of any compensation previously deferred by the Executive (togetherwith any accrued interest thereon) and not yet paid by the Company and any accrued vacation pay notyet paid by the Company (the amounts described in paragraphs (i) and (ii) are hereafter referred toas “Accrued Obligations”). All Accrued Obligations shall be paid to the Executive’s estate orbeneficiary, as applicable, in a lump sum in cash within 30 days of the Date of Termination. Inaddition to the Accrued Obligations, in the event (A) the Board subsequently approves the paymentof an annual bonus to members of management for the fiscal year in which the Date of Terminationoccurred and (B) the Executive was employed at least one quarter of such fiscal year, then theExecutive’s estate or beneficiary shall be entitled to receive an additional payment equal to thebonus that such Executive would have received for such fiscal year (as determined by the Board)multiplied by a fraction, the numerator of which is the number of days in such fiscal year forwhich the Executive was actually employed and the denominator is 365 days.     (b) Disability. If the Executive’s employment is terminated by reason of theExecutive’s Disability during the Employment Period, this Agreement shall terminate without furtherobligations to the Executive, other than for Accrued Obligations. All Accrued Obligations shall bepaid to the Executive in a lump sum in cash within 30 days of the Date of Termination. In additionto the Accrued Obligations, in the event (A) the Board subsequently approves the payment of anannual bonus to members of management for the fiscal year in which the Date of Termination occurredand (B) the Executive was employed at least one quarter of such fiscal year, then the Executiveshall be entitled to receive an additional payment equal to the bonus that such Executive wouldhave received for such fiscal year (as determined by the Board) multiplied by a fraction, thenumerator of which is the number of days in such fiscal year for which the Executive was actuallyemployed and the denominator is 365 days.     (c) Cause; Other than for Good Reason. If the Executive’s employment shall beterminated for Cause during the Employment Period, this Agreement shall terminate without furtherobligations to the Executive other than the obligation to pay to the Executive Annual Base Salarythrough the Date of Termination plus the amount of any compensation previously deferred by theExecutive, in each case to the extent theretofore unpaid. If the Executive terminates employmentduring the Employment Period other than for Good Reason, this Agreement shall terminate withoutfurther obligations to the Executive, other than for Accrued Obligations. In such case, allAccrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Dateof Termination.     (d) Good Reason; Other Than for Cause or Disability. If, during the EmploymentPeriod, the Company shall terminate the Executive’s employment other than for Cause or Disability,or the Executive shall terminate employment during the Employment Period for Good Reason, theCompany shall pay to the Executive in a lump sum in cash within 60 days after the Date ofTermination, and subject to receiving an executed irrevocable Release as described inSection 11, the aggregate of the following amounts: A. all Accrued Obligations; and  B. the product of (x) 2 and (y) the sum of (i) Annual Base Salary and (ii) theAnnual
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   Bonus paid or payable (including any bonus or portion thereof that has beenearned but deferred) for the most recently completed fiscal year.     In addition, for the remainder of the Employment Period (if the termination took place duringthe Employment Period under this Section 6), the Company shall continue benefits to the Executiveand/or the Executive’s family at least equal to those which would have been provided to them inaccordance with the plans, programs, practices and policies described in Section 4(b)(iv) of thisAgreement if the Executive’s employment had not been terminated in accordance with the mostfavorable plans, practices, programs or policies of the Company and its affiliated companiesapplicable generally to other peer executives and their families during the 90-day periodimmediately preceding the Effective Date or, if more favorable to the Executive, as in effectgenerally at any time thereafter with respect to other peer executives of the Company and itsaffiliated companies and their families. For purposes of determining eligibility of the Executivefor retiree benefits pursuant to such plans, practices, programs and policies, the Executive shallbe considered to have remained employed until the end of the Employment Period and to have retiredon the last day of such period.     Notwithstanding the foregoing, if a Change of Control or other event shall have occurredbefore the Date of Termination that would result in the Executive becoming entitled to receivepayments under this Agreement or any other arrangement that would be “parachute payments”, asdefined in Section 280G of the Code, the Company shall not be obligated to make such payments tothe Executive to the extent necessary to eliminate any “excess parachute payments” as defined insaid Section 280G; provided, however, that if the Executive would be better off by at least$25,000 on an after-tax basis by receiving the full amount of the parachute payments as opposed tothe cut back amount (notwithstanding a 20% excise tax) the Executive shall receive the full amountof the parachute payments.**7.****Severance Benefits**. Notwithstanding anything contained in this Agreement to thecontrary, if, before or after the Employment Period, the Executive’s employment is terminated bythe Company for reason other than misconduct, the Company shall pay to the Executive salary andcontinue medical and dental benefits for a period of one year following such termination (the “Dateof Termination”); provided, however, that the Executive shall not be entitled tosuch salary and benefits continuation under this Agreement for any portion of such one year period(or the entire one year period, if applicable) during which the Executive receives salarycontinuation and benefits pursuant to any other agreement or arrangement with the Company. TheExecutive shall be entitled to receive payments pursuant to this Section 7 on the first businessday that is six months and one day following the Date of Termination and thereafter the Executiveshall receive salary continuation pursuant to this Section 7 in accordance with the Company’scustomary payroll practices. The preceding sentence shall not apply to payments made with respectto terminations of employment occurring after December 31, 2008.**8.****Non-Exclusivity of Rights**. Nothing in this Agreement shall prevent or limit theExecutive’s continuing or future participation in any benefit, bonus, incentive or other plans,programs, policies or practices, provided by the Company or any of its affiliated companies and forwhich the Executive may qualify, nor shall anything herein limit or otherwise affect such rights asthe Executive may have under any other agreements with the Company or any of its affiliated
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companies. Amounts which are vested benefits or which the Executive is otherwise entitled toreceive under any plan, policy, practice or program of the Company or any of its affiliatedcompanies at or subsequent to the Date of Termination shall be payable in accordance with suchplan, policy, practice or program except as explicitly modified by this Agreement.**9.****Full Settlement**. The Company’s obligation to make the payments provided for in thisAgreement and otherwise to perform its obligations hereunder shall not be affected by any set-off,counterclaim, recoupment, defense or other claim, right or action which the Company may haveagainst the Executive or others. In no event shall the Executive be obligated to seek otheremployment or take any other action by way of mitigation of the amounts payable to the Executiveunder any of the provisions of this Agreement. The Company agrees to pay, to the full extentpermitted by law, all legal fees and expenses which the Executive may reasonably incur as a resultof any contest (but only in the event the Executive is successful on the merits of such contest) bythe Company, the Executive or others of the validity or enforceability of, or liability under, anyprovision of this Agreement or any guarantee of performance thereof, plus in each case interest atthe applicable Federal rate provided for in Section 7872(f)(2) of the Code.**10.****Other Agreements**. The parties agree that this Agreement supersedes and replaces anyand all other agreements, policies, understandings or letters (including but not limited toemployment agreements, severance agreements and job abolishment policies) between the partiesrelated to the subject matter hereof.**11.****Release**. Prior to receipt of the payment described in Sections 6(d) or 7, theExecutive shall execute and deliver a Release to the Company as follows:The Executive hereby fully, forever, irrevocably and unconditionally releases, remises anddischarges the Company, its officers, directors, stockholders, corporate affiliates, agentsand employees from any and all claims, charges, complaints, demands, actions, causes ofaction, suits, rights, debts, sums of money, costs, accounts, reckonings, covenants,contracts, agreements, promises, doings, omissions, damages, executions, obligations,liabilities and expenses (including attorneys’ fees and costs), of every kind and naturewhich he ever had or now has against the Company, its officers, directors, stockholders,corporate affiliates, agents and employees, including, but not limited to, all claimsarising out of his employment, all employment discrimination claims under Title VII of theCivil Rights Act of 1964, 42U.S.C. 2000e etseq., the Age Discrimination inEmployment Act, 29 U.S.C.,. 621 etseq., the Americans With DisabilitiesAct, 42 U.S.C.., 12101 etseq., the New Hampshire Law Against Discrimination,N.H. Rev. Stat. Ann.. 354-A:1 etseq. and similar state antidiscriminationlaws, damages arising out of all employment discrimination claims, wrongful discharge claimsor other common lawclaims and damages, provided, however, that nothing herein shall release the Company fromExecutive’s Stock Option Agreements or Restricted Stock Agreements.The Release shall also contain, at a minimum, the following language:The Executive acknowledges that he has been given twenty-one (21) days to consider the termsof this Release and that the Company advised him to consult with an attorney of his
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own choosing prior to signing this Release. The Executive may revoke this Release for a periodof seven (7) days after the execution of the Release and the Release shall not be effectiveor enforceable until the expiration of this seven (7) day revocation period.At the same time, the Company shall execute and deliver a Release to the Executive as follows:The Company hereby fully, forever, irrevocably and unconditionally releases, remises anddischarges the Executive from any and all claims which it ever had or now has against theExecutive, other than for intentional harmful acts.**12.****Confidential Information**. The Executive shall hold in a fiduciary capacity for thebenefit of the Company all secret or confidential information, knowledge or data relating to theCompany or any of its affiliated companies, and their respective businesses, which shall have beenobtained by the Executive during the Executive’s employment by the Company or any of its affiliatedcompanies and which shall not be or become public knowledge (other than by acts by the Executive orrepresentatives of the Executive in violation of this Agreement). After termination of theExecutive’s employment with the Company, the Executive shall not, without the prior written consentof the Company, communicate or divulge any such information, knowledge or data to anyone other thanthe Company and those designated by it. In no event shall an asserted violation of the provisionsof this Section 12 constitute a basis for deferring or withholding any amounts otherwise payable tothe Executive under this Agreement.**13.****Arbitration**. Any controversy or claim arising out of this Agreement shall be settledby binding arbitration in accordance with the commercial rules, policies and procedures of theAmerican Arbitration Association. Judgment upon any award rendered by the arbitrator may beentered in any court of law having jurisdiction thereof. Arbitration shall take place in Nashua,New Hampshire at a mutually convenient location.**14.****Successors**.     (a) This Agreement is personal to the Executive and without the prior written consent of theCompany shall not be assignable by the Executive otherwise than by will or the laws of descent anddistribution. This Agreement shall inure to the benefit of and be enforceable by the Executive’slegal representatives.
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     (b) This Agreement shall inure to the benefit of and be binding upon the Company and itssuccessors and assigns.     (c) The Company will require any successor (whether direct or indirect, by purchase, merger,consolidation or otherwise) to all or substantially all of the business and/or assets of theCompany to assume expressly and agree to perform this Agreement in the same manner and to the sameextent that the Company would be required to perform it if no such succession had taken place. Asused in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successorto its business and/or assets as aforesaid which assumes and agrees to perform this Agreement byoperation of law or otherwise.**15.****Payments Subject to Section 409A****.**Subject to the provisions in this Section 15, anyseverance payments or benefits under this Agreement shall begin only upon the date of theEmployee’s “separation from service” (determined as set forth below) which occurs on or after thedate of termination of the Employee’s employment. The following rules shall apply with respect todistribution of the payments and benefits, if any, to be provided to the Employee under thisAgreement:     a. It is intended that each installment of the severance payments and benefits provided underthis Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Codeand the guidance issued thereunder (“Section 409A”). Neither the Company nor the Employee shallhave the right to accelerate or defer the delivery of any such payments or benefits except to theextent specifically permitted or required by Section 409A.     b. If, as of the date of Employee’s “separation from service” from the Company, the Employeeis not a “specified employee” (within the meaning of Section 409A), then each installment of theseverance payments and benefits shall be made on the dates and terms set forth in this Agreement.     c. If, as of the date of the Employee’s “separation from service” from the Company, theEmployee is a “specified employee” (within the meaning of Section 409A), then:          i. Each installment of the severance payments and benefits due under this Agreement that, inaccordance with the dates and terms set forth herein, will in all circumstances, regardless of whenthe separation from service occurs, be paid within the Short-Term Deferral Period (as hereinafterdefined) shall be treated as a short-term deferral within the meaning of Treasury Regulation §1.409A-1(b)(4) to the maximum extent permissible under Section 409A. For purposes of thisAgreement, the “Short-Term Deferral Period” means the period ending on the later of the fifteenthday of the third month following the end of the Employee’s tax year in which the separation fromservice occurs and the fifteenth day of the third month following the end of the Company’s tax yearin which the separation from service occurs; and          ii. Each installment of the severance payments and benefits due under this Agreement that isnot described in paragraph c(i) above and that would, absent this subsection, be paid within thesix-month period following the Employee’s “separation from service” from the Company shall not bepaid until the date that is six months and one day after such separation
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from service (or, if earlier, the Employee’s death), with any such installments that are requiredto be delayed being accumulated during the six-month period and paid in a lump sum on the date thatis six months and one day following the Employee’s separation from service and any subsequentinstallments, if any, being paid in accordance with the dates and terms set forth herein;provided, however, that the preceding provisions of this sentence shall not applyto any installment of severance payments and benefits if and to the maximum extent that suchinstallment is deemed to be paid under a separation pay plan that does not provide for a deferralof compensation by reason of the application of Treasury Regulation § 1.409A-1(b)(9)(iii) (relatingto separation pay upon an involuntary separation from service). Any installments that qualify forthe exception under Treasury Regulation § 1.409A-1(b)(9)(iii) must be paid no later than the lastday of the Employee’s second taxable year following the taxable year in which the separation fromservice occurs.     d. The determination of whether and when the Employee’s separation from service from theCompany has occurred shall be made and in a manner consistent with, and based on the presumptionsset forth in, Treasury Regulation § 1.409A-1(h). Solely for purposes of this paragraph d,“Company” shall include all persons with whom the Company would be considered a single employerunder Section 414(b) and 414(c) of the Code.     e. All reimbursements and in-kind benefits provided under this Agreement shall be made orprovided in accordance with the requirements of Section 409A to the extent that such reimbursementsor in-kind benefits are subject to Section 409A, including, where applicable, the requirements that(i) any reimbursement is for expenses incurred during the Employee’s lifetime (or during a shorterperiod of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursementduring a calendar year may not affect the expenses eligible for reimbursement in any other calendaryear, (iii) the reimbursement of an eligible expense will be made on or before the last day of thecalendar year following the year in which the expense is incurred and (iv) the right toreimbursement is not subject to set off or liquidation or exchange for any other benefit.     f. This Agreement is intended to comply with the provisions of Section 409A and the Agreementshall, to the extent practicable, be construed in accordance therewith. The Company makes norepresentation or warranty and shall have no liability to the Executive or any other person if anyprovisions of this Agreement are determined to constitute deferred compensation subject to Section409A and do not satisfy an exemption from, or the conditions of, Section 409A.**16.****Miscellaneous**.     (a) This Agreement shall be governed by and construed in accordance with the laws of theCommonwealth of Massachusetts, without reference to principles of conflict of laws. The captionsof this Agreement are not part of the provisions hereof and shall have no force or effect. ThisAgreement may not be amended or modified otherwise than by a written agreement executed by theparties hereto or their respective successors and legal representatives.
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     (b) All notices and other communications hereunder shall be in writing and shall be given byhand delivery to the other party or by registered or certified mail, return receipt requested,postage prepaid, addressed as follows:If to the Executive:Thomas Brooker