(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” shallmean:          (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 1934, 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 “BusinessCombination”), in each case, with respect to which all or substantially all of the individuals andentities who were the respective beneficial owners of the Outstanding
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Company Common Stock and Company Voting Securities immediately prior to such BusinessCombination 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 votingpower of the then outstanding voting securities entitled to vote generally in the election ofdirectors, as the case may be, of the corporation resulting from Business Combination insubstantially the same proportion as their ownership immediately prior to such Business Combinationof the Outstanding Company Common Stock 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 itsemploy, and the Executive hereby agrees to remain in the employ of the Company, for the periodcommencing on the Effective Date and ending on the first anniversary of such date (the “EmploymentPeriod”).     **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 be at leastcommensurate in all material respects with those held, exercised and assigned at any time duringthe 90-day period immediately preceding the Effective Date and (B) the Executive’s services shallbe performed at the location where the Executive was employed immediately preceding the EffectiveDate or any office or location less than 35 miles from such location.               (ii) During the Employment Period, the Executive agrees to devote his reasonable full time andattention during normal business hours to the business and affairs of the Company and, to theextent necessary to discharge the responsibilities assigned to the Executive hereunder, to use theExecutive’s best efforts to perform faithfully and efficiently such responsibilities. During theEmployment Period it shall not be a violation of this Agreement for the Executive to (A) serve oncivic or charitable boards or committees, (B) serve on corporate boards or committees other thanthe Company’s to the extent approved by the Company’s Board, (C) deliver lectures, fulfill speakingengagements or teach at educational institutions and (D) manage personal investments, so long assuch activities do not interfere with the performance of the Executive’s responsibilities as anemployee of the Company in accordance with this
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Agreement. It is expressly understood and agreed that to the extent that any such activitieshave been conducted by the Executive prior to the Effective Date, the continued conduct of suchactivities (or the conduct of activities similar in nature and scope thereto) subsequent to theEffective Date shall not thereafter be deemed to interfere with the performance of the Executive’sresponsibilities to the Company.          (b) Compensation.               (i) Base Salary. During the Employment Period, the Executive shall receive an annualbase salary (“Annual Base Salary”), which shall be paid at a monthly rate, at least equal to twelvetimes the current monthly base salary being paid to the Executive by the Company and its affiliatedcompanies as of the date of this Agreement. During the Employment Period, the Annual Base Salaryshall be reviewed at least annually and may be increased at any time and from time to time in thesole discretion of the Board. Any increase in Annual Base Salary shall not serve to limit orreduce any other obligation to the Executive under this Agreement. Annual Base Salary shall not bereduced after any such increase and the term Annual Base Salary as utilized in this Agreement shallrefer to Annual Base Salary as so increased. As used in this Agreement, the term “affiliatedcompanies” includes any company controlled by, controlling or under common control with theCompany.               (ii) Annual Bonus. In addition to Annual Base Salary, the Executive may be awarded,for each fiscal year beginning or ending during the Employment Period, an annual bonus (the “AnnualBonus”) in cash as determined by the Board of Directors, in its sole discretion. Each such AnnualBonus shall be paid no later than the end of the fiscal year following the fiscal year for whichthe Annual Bonus is awarded.               (iii) Incentive, Savings and Retirement Plans. In addition to Annual Base Salary andAnnual Bonus payable as hereinabove provided, the Executive shall be entitled to participate duringthe Employment Period in all incentive, savings and retirement plans, practices, policies andprograms applicable generally to other peer executives of the Company and its affiliated companies.               (iv) Welfare Benefit Plans. During the Employment Period, the Executive and/or theExecutive’s family, as the case may be, shall be eligible for participation in and shall receiveall benefits under welfare benefit plans, practices, policies and programs provided by the Companyand its affiliated companies (including, without limitation, medical, prescription, dental,disability, salary continuance, employee life, group life, accidental death and travel accidentinsurance plans and programs) to the extent generally applicable to other peer executives of theCompany and its affiliated companies.               (v) Expenses. During the Employment Period, the Executive shall be entitled toreceive reimbursement for all reasonable documented expenses incurred by the Executive inaccordance with the policies, practices and procedures of the Company and its affiliated companies.
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               (vi) Fringe Benefits. During the Employment Period, the Executive shall be entitledto fringe benefits in accordance with the plans, practices, programs and policies of the Companyand its affiliated companies in effect.               (vii) Vacation. During the Employment Period, the Executive shall be entitled to paidvacation in accordance with the plans, policies, programs and practices of the Company and itsaffiliated 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 theEmployment Period for Cause. For purposes of this Agreement, “Cause” means (i) the Executive’scontinued documented failure to perform his reasonably assigned duties (other than any such failureresulting from incapacity due to physical or mental illness or any failure after the Executivegives notice of termination for Good Reason), which failure is not cured within 60 days afterwritten notice for substantial performance is received by the Executive from the Board whichidentifies the manner in which the Board believes the Executive has not substantially performed theExecutive’s duties, (ii) the Executive being convicted of a felony, or (iii) the Executive’sengagement in illegal conduct or 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;               (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;
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               (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 15(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 to the extent nottheretofore 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
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event (A) the Board subsequently approves the payment of an annual bonus to members ofmanagement for the fiscal year in which the Date of Termination occurred and (B) the Executive wasemployed at least one quarter of such fiscal year, then the Executive’s estate or beneficiary shallbe entitled to receive an additional payment equal to the bonus that such Executive would havereceived for such fiscal year (as determined by the Board) multiplied by a fraction, the numeratorof which is the number of days in such fiscal year for which the Executive was actually employedand 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 in Section 12,the aggregate of the following amounts;          A. all Accrued Obligations; and          B. the product of (x) one (1) and (y) the sum of (i) Annual Base Salary and (ii) theAnnual Bonus paid or payable (including any bonus or portion thereof which has been earnedbut 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
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4(b)(iv) of this Agreement if the Executive’s employment had not been terminated in accordancewith the most favorable plans, practices, programs or policies of the Company and its affiliatedcompanies applicable 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 Internal Revenue Code of 1986, as amended from time to time (the“Code”), the Company shall not be obligated to make such payments to the Executive to the extentnecessary to eliminate any “excess parachute payments” as defined in said Section 280G; provided,however, that if the Executive would be better off by at least $25,000 on an after-tax basis byreceiving the full amount of the parachute payments as opposed to the cut back amount(notwithstanding a 20% excise tax) the Executive shall receive the full amount of the parachutepayments.     **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 one year’ssalary continuation and continue medical and dental benefits during such continuation period.     **8. ****Payments Subject to Section 409A****.**Subject to the provisions in this Section 8, 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:
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          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 from service (or, ifearlier, the Employee’s death), with any such installments that are required to be delayed beingaccumulated during the six-month period and paid in a lump sum on the date that is six months andone day following the Employee’s separation from service and any subsequent installments, if any,being paid in accordance with the dates and terms set forth herein; provided, however, that thepreceding provisions of this sentence shall not apply to any installment of severance payments andbenefits if and to the maximum extent that such installment is deemed to be paid under a separationpay plan that does not provide for a deferral of compensation by reason of the application ofTreasury Regulation § 1.409A-1(b)(9)(iii) (relating to separation pay upon an involuntaryseparation from service). Any installments that qualify for the exception under TreasuryRegulation § 1.409A-1(b)(9)(iii) must be paid no later than the last day of the Employee’s secondtaxable year following the taxable year in which the separation from service 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
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Company makes no representation or warranty and shall have no liability to the Executive or anyother person if any provisions of this Agreement are determined to constitute deferred compensationsubject to Section 409A and do not satisfy an exemption from, or the conditions of, Section 409A.     **9. ****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 affiliatedcompanies. 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.     **10. ****Full Settlement****.**The Company’s obligation to make the payments provided for inthis Agreement and otherwise to perform its obligations hereunder shall not be affected by anyset-off, counterclaim, recoupment, defense or other claim, right or action which the Company mayhave against 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.     **11. ****Other Agreements**. The parties agree that this Agreement supersedes and replacesany and 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.     **12. Release**. Prior to receipt of the payment described in Sections 6(d) or 7, the Executiveshall execute and deliver a Release to the Company as follows:The Executive hereby fully, forever, irrevocably and unconditionallyreleases, remises and discharges the Company, its officers,directors, stockholders, corporate affiliates, agents and employeesfrom any and all claims, charges, complaints, demands, actions,causes of action, suits, rights, debts, sums of money, costs,accounts, reckonings, covenants, contracts, agreements, promises,doings, omissions, damages, executions, obligations, liabilities andexpenses (including attorneys’ fees and costs), of every kind andnature which he ever had or now has against the Company, itsofficers, directors, stockholders, corporate affiliates, agents andemployees, including, but not limited to, all claims arising out ofhis employment, all employment discrimination claims under Title
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VII of the Civil Rights Act of 1964, 42 U.S.C. 2000e etseq., the Age Discrimination in Employment Act, 29 U.S.C.621 etseq., the Americans With Disabilities Act, 42U.S.C. 12101 etseq., the New Hampshire Law AgainstDiscrimination, N.H. Rev. Stat. Ann. 354-A:1 etseq.and similar state antidiscrimination laws, damages arising out ofall employment discrimination claims, wrongful discharge claims orother common law claims and damages, provided, however, that nothingherein shall release the Company from Executive’s Stock OptionAgreements 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 terms of this Release and that the Companyadvised him to consult with an attorney of his own choosing prior tosigning this Release. The Executive may revoke this Release for aperiod of seven (7) days after the execution of the Release and theRelease shall not be effective or enforceable until the expirationof 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 unconditionallyreleases, remises and discharges the Executive from any and allclaims which it ever had or now has against the Executive, otherthan for intentional harmful acts.     **13. ****Confidential Information****.**The Executive shall hold in a fiduciary capacity forthe benefit of the Company all secret or confidential information, knowledge or data relating tothe Company or any of its affiliated companies, and their respective businesses, which shall havebeen obtained by the Executive during the Executive’s employment by the Company or any of itsaffiliated companies and which shall not be or become public knowledge (other than by acts by theExecutive or representatives of the Executive in violation of this Agreement). After terminationof the Executive’s employment with the Company, the Executive shall not, without the prior writtenconsent of the Company, communicate or divulge any such information, knowledge or data to anyoneother than the Company and those designated by it. In no event shall an asserted violation of theprovisions of this Section 13 constitute a basis for deferring or withholding any amounts otherwisepayable to the Executive under this Agreement.     **14. ****Arbitration****.**Any controversy or claim arising out of this Agreement shall besettled by binding arbitration in accordance with the commercial rules, policies and procedures ofthe American 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.
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     **15. ****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.          (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.     **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.          (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:Todd McKeown