A
PARTICIPANT WITH RESPECT TO BENEFITS EARNED PRIOR TO THE DATE OF AMENDMENT OR
TERMINATION.
8.
LIMITATION OF COMPANY'S LIABILITY.
SUBJECT TO ITS OBLIGATION TO
MAKE PAYMENTS AS PROVIDED FOR HEREUNDER, NEITHER THE COMPANY NOR ANY PERSON
ACTING ON BEHALF OF THE COMPANY SHALL BE LIABLE FOR ANY ACT PERFORMED OR THE
FAILURE TO PERFORM ANY ACT WITH RESPECT TO THIS PLAN, EXCEPT IN THE EVENT THAT
THERE HAS BEEN A JUDICIAL DETERMINATION OF WILLFUL MISCONDUCT ON THE PART OF THE
COMPANY OR SUCH PERSON.
THE COMPANY IS UNDER NO OBLIGATION TO FUND ANY OF THE
PAYMENTS REQUIRED TO BE MADE HEREUNDER IN ADVANCE OF THEIR ACTUAL PAYMENT OR TO
ESTABLISH ANY RESERVES WITH RESPECT TO THIS PLAN.
ANY BENEFITS WHICH BECOME
PAYABLE HEREUNDER SHALL BE PAID FROM THE GENERAL ASSETS OF THE COMPANY.
NO
PARTICIPANT, OR HIS OR HER BENEFICIARY OR BENEFICIARIES, SHALL HAVE ANY RIGHT,
OTHER THAN THE RIGHT OF AN UNSECURED GENERAL CREDITOR, AGAINST THE COMPANY IN
RESPECT OF THE BENEFITS TO BE PAID HEREUNDER.
9.
WITHHOLDING OF TAX.
ANYTHING TO THE CONTRARY NOTWITHSTANDING,
ALL PAYMENTS REQUIRED TO BE MADE BY THE COMPANY HEREUNDER SHALL BE SUBJECT TO
THE WITHHOLDING OF SUCH AMOUNTS AS THE COMPANY REASONABLY MAY DETERMINE THAT IT
IS REQUIRED TO WITHHOLD PURSUANT TO APPLICABLE FEDERAL, STATE OR LOCAL LAW OR
REGULATION.
WITHHOLDING CAN BE MADE IN THE FORM OF STOCK UP TO THE MINIMUM
WITHHOLDING AMOUNT.
10.
ASSIGNABILITY.
EXCEPT AS OTHERWISE PROVIDED BY LAW, NO BENEFIT
HEREUNDER SHALL BE ASSIGNABLE, OR SUBJECT TO ALIENATION, GARNISHMENT, EXECUTION
OR LEVY OF ANY KIND, AND ANY ATTEMPT TO CAUSE ANY BENEFIT TO BE SO SUBJECT SHALL
BE VOID.
11.
NO CONTRACT FOR CONTINUING SERVICES.
THIS PLAN SHALL NOT BE
CONSTRUED AS CREATING ANY CONTRACT FOR CONTINUED SERVICES BETWEEN THE COMPANY
AND ANY PARTICIPANT AND NOTHING HEREIN CONTAINED SHALL GIVE ANY PARTICIPANT THE
RIGHT TO BE RETAINED AS AN EMPLOYEE OF THE COMPANY.
12.
GOVERNING LAW.
THIS PLAN SHALL BE CONSTRUED, ADMINISTERED, AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS.
13.
NON-EXCLUSIVITY.
THE PLAN DOES NOT LIMIT THE AUTHORITY OF THE
COMPANY, THE COMMITTEE, OR ANY SUBSIDIARY OF THE COMPANY, TO GRANT AWARDS OR
AUTHORIZE ANY OTHER COMPENSATION UNDER ANY OTHER PLAN OR AUTHORITY, INCLUDING,
WITHOUT LIMITATION, AWARDS OR OTHER COMPENSATION BASED ON THE SAME PERFORMANCE
MEASURES USED UNDER THE PLAN.
IN ADDITION, EXECUTIVES NOT SELECTED TO
PARTICIPATE IN THE PLAN MAY PARTICIPATE IN OTHER PLANS OF THE COMPANY.
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