BY THE COMPANY IS LIKELY TO CAUSE THE EXECUTIVE SUBSTANTIAL
AND IRREVOCABLE DAMAGE AND THEREFORE, IN THE EVENT OF ANY SUCH BREACH, IN
ADDITION TO SUCH OTHER REMEDIES WHICH MAY BE AVAILABLE, THE EXECUTIVE SHALL HAVE
THE RIGHT TO SPECIFIC PERFORMANCE AND INJUNCTIVE RELIEF.
9.4.
GOVERNING LAW.
THE VALIDITY, INTERPRETATION, CONSTRUCTION AND
PERFORMANCE OF THIS AGREEMENT SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE
COMMONWEALTH OF MASSACHUSETTS, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.
9.5.
WAIVERS.
NO WAIVER BY THE EXECUTIVE AT ANY TIME OF ANY BREACH OF, OR
COMPLIANCE WITH, ANY PROVISION OF THIS AGREEMENT TO BE PERFORMED BY THE COMPANY
SHALL BE DEEMED A WAIVER OF THAT OR ANY OTHER PROVISION AT ANY SUBSEQUENT TIME.
9.6.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN COUNTERPARTS, EACH OF
WHICH SHALL BE DEEMED TO BE AN ORIGINAL BUT BOTH OF WHICH TOGETHER SHALL
CONSTITUTE ONE AND THE SAME INSTRUMENT.
9.7.
TAX WITHHOLDING.
ANY PAYMENTS PROVIDED FOR HEREUNDER SHALL BE PAID NET
OF ANY APPLICABLE TAX WITHHOLDING REQUIRED UNDER FEDERAL, STATE OR LOCAL LAW.
9.8.
RELEASE OF CLAIMS.
THE COMPANY SHALL HAVE NO OBLIGATION TO MAKE ANY
PAYMENTS OR PROVIDE ANY BENEFITS PURSUANT TO THIS AGREEMENT UNLESS (I) YOU AGREE
TO SIGN AND DELIVER TO THE GENERAL COUNSEL OF THE COMPANY A RELEASE OF CLAIMS IN
SUBSTANTIALLY THE SAME FORM ATTACHED HERETO AS
9
EXHIBIT A OR EXHIBIT B, AS APPLICABLE (THE "RELEASE") AND (II) THE RELEASE HAS
BECOME NON-REVOCABLE BY THE SIXTIETH (60TH) DAY FOLLOWING THE DATE OF
TERMINATION OF YOUR EMPLOYMENT.
9.9.
ENTIRE AGREEMENT.
THIS AGREEMENT SETS FORTH THE ENTIRE AGREEMENT OF THE
PARTIES HERETO IN RESPECT OF THE SUBJECT MATTER CONTAINED HEREIN AND SUPERSEDES
ALL PRIOR AGREEMENTS, PROMISES, COVENANTS, ARRANGEMENTS, COMMUNICATIONS,
REPRESENTATIONS OR WARRANTIES, WHETHER ORAL OR WRITTEN, BY ANY OFFICER, EMPLOYEE
OR REPRESENTATIVE OF ANY PARTY HERETO IN RESPECT OF THE SUBJECT MATTER CONTAINED
HEREIN; AND ANY PRIOR AGREEMENT OF THE PARTIES HERETO IN RESPECT OF THE SUBJECT
MATTER CONTAINED HEREIN IS HEREBY TERMINATED AND CANCELLED. NOTWITHSTANDING THE
FOREGOING, THE PROVISIONS OF THE EXECUTIVE'S EMPLOYMENT AGREEMENT SHALL NOT BE
SUPERCEDED BY, MODIFIED BY, OR SUBJECT TO THE TERMS OF SECTION 4.3 OF, THIS
AGREEMENT; PROVIDED, HOWEVER, THAT THE EXECUTIVE SHALL IN NO EVENT BE ENTITLED
TO RECEIVE SEVERANCE PAYMENTS OR BENEFITS UNDER THE EMPLOYMENT AGREEMENT IF HE
IS ENTITLED TO RECEIVE SEVERANCE PAYMENTS OR BENEFITS UNDER THIS AGREEMENT.
9.10.
AMENDMENTS.
THIS AGREEMENT MAY BE AMENDED OR MODIFIED ONLY
BY A WRITTEN INSTRUMENT EXECUTED BY BOTH THE COMPANY AND THE EXECUTIVE.
[THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK.]
10
Form of Release of Claims
(Exhibit A: For Residents of States Other than California)
In consideration for receiving benefits pursuant to the Candela Corporation
Senior Officer Executive Retention Agreement dated
[
] between you and Candela Corporation. (the
"Company") (the "Agreement"), you, on behalf of yourself and your
representatives, agents, estate, heirs, successors and assigns, agree to and do
hereby forever waive, release and discharge the Company, and each of its
affiliated or related entities, parents,