FOLLOWING A CHANGE OF CONTROL) SHALL NOT
BY ITSELF CONSTITUTE GROUNDS FOR A "VOLUNTARY TERMINATION FOR GOOD REASON;"
(II) WITHOUT THE EMPLOYEE'S EXPRESS WRITTEN CONSENT, A MATERIAL REDUCTION OF THE
FACILITIES AND PERQUISITES (INCLUDING OFFICE SPACE AND LOCATION) AVAILABLE TO
THE EMPLOYEE IMMEDIATELY PRIOR TO SUCH REDUCTION, OTHER THAN A REDUCTION
GENERALLY APPLICABLE TO ALL SENIOR MANAGEMENT OF THE COMPANY; (III) A REDUCTION
BY THE COMPANY IN THE BASE SALARY OF THE EMPLOYEE AS IN EFFECT IMMEDIATELY PRIOR
TO SUCH REDUCTION, OTHER THAN A REDUCTION GENERALLY APPLICABLE TO ALL SENIOR
MANAGEMENT OF THE COMPANY; (IV) A MATERIAL REDUCTION BY THE COMPANY IN THE
AGGREGATE LEVEL OF EMPLOYEE BENEFITS, INCLUDING BONUSES, TO WHICH THE EMPLOYEE
WAS ENTITLED
5
IMMEDIATELY PRIOR TO SUCH REDUCTION WITH THE RESULT THAT THE EMPLOYEE'S
AGGREGATE BENEFITS PACKAGE IS MATERIALLY REDUCED, OTHER THAN A REDUCTION THAT
GENERALLY APPLIES TO COMPANY EMPLOYEES; (V) THE RELOCATION OF THE EMPLOYEE TO A
FACILITY OR A LOCATION MORE THAN THIRTY-FIVE (35) MILES FROM THE EMPLOYEE'S WORK
LOCATION IMMEDIATELY PRIOR TO THE RELOCATION, WITHOUT THE EMPLOYEE'S EXPRESS
WRITTEN CONSENT; OR (VI) ANY ACT OR SET OF FACTS OR CIRCUMSTANCES WHICH WOULD,
UNDER MASSACHUSETTS CASE LAW OR STATUTE, CONSTITUTE A CONSTRUCTIVE TERMINATION
OF THE EMPLOYEE.
6.
NON-SOLICITATION.
IN CONSIDERATION FOR
THE SEVERANCE BENEFITS THE EMPLOYEE IS TO RECEIVE HEREIN, IF ANY, THE EMPLOYEE
AGREES THAT HE/SHE WILL NOT, AT ANY TIME DURING THE ONE (1) YEAR FOLLOWING
HIS/HER TERMINATION DATE, DIRECTLY OR INDIRECTLY SOLICIT ANY INDIVIDUALS TO
LEAVE THE COMPANY'S (OR ANY OF ITS SUBSIDIARIES') EMPLOY FOR ANY REASON OR
INTERFERE IN ANY OTHER MANNER WITH THE EMPLOYMENT RELATIONSHIPS EXISTING DURING
THAT PERIOD BETWEEN THE COMPANY (OR ANY OF ITS SUBSIDIARIES) AND ITS CURRENT OR
PROSPECTIVE EMPLOYEES.
7.
SUCCESSORS.
(A)
COMPANY'S SUCCESSORS.
ANY SUCCESSOR TO THE
COMPANY (WHETHER DIRECT OR INDIRECT AND WHETHER BY PURCHASE, MERGER,
CONSOLIDATION, LIQUIDATION OR OTHERWISE) TO ALL OR SUBSTANTIALLY ALL OF THE
COMPANY'S BUSINESS AND/OR ASSETS SHALL ASSUME THE OBLIGATIONS UNDER THIS
AGREEMENT AND AGREE EXPRESSLY TO PERFORM THE OBLIGATIONS UNDER THIS AGREEMENT IN
THE SAME MANNER AND TO THE SAME EXTENT AS THE COMPANY WOULD BE REQUIRED TO
PERFORM SUCH OBLIGATIONS IN THE ABSENCE OF A SUCCESSION.
FOR ALL PURPOSES UNDER
THIS AGREEMENT, THE TERM "COMPANY" SHALL INCLUDE ANY SUCCESSOR TO THE COMPANY'S
BUSINESS AND/OR ASSETS WHICH EXECUTES AND DELIVERS THE ASSUMPTION AGREEMENT
DESCRIBED IN THIS SECTION 7(A) OR WHICH BECOMES BOUND BY THE TERMS OF THIS
AGREEMENT BY OPERATION OF LAW.
(B)
EMPLOYEE'S SUCCESSORS.
THE TERMS OF THIS
AGREEMENT AND ALL RIGHTS AND OBLIGATIONS OF THE EMPLOYEE HEREUNDER SHALL INURE
TO THE BENEFIT OF, AND BE ENFORCEABLE BY, THE EMPLOYEE'S PERSONAL OR LEGAL
REPRESENTATIVES, EXECUTORS, ADMINISTRATORS, SUCCESSORS, HEIRS, DISTRIBUTEES,
DEVISEES AND LEGATEES.
8.
NOTICE
(A)
GENERAL.
NOTICES AND ALL OTHER
COMMUNICATIONS CONTEMPLATED BY THIS AGREEMENT SHALL BE IN WRITING AND SHALL BE
DEEMED TO HAVE BEEN DULY GIVEN WHEN PERSONALLY DELIVERED OR ONE DAY FOLLOWING
MAILING VIA FEDERAL EXPRESS OR SIMILAR OVERNIGHT COURIER SERVICE.
IN THE CASE
OF THE EMPLOYEE, MAILED NOTICES SHALL BE ADDRESSED