WORKPLACE OR OTHER
REPEATED CONDUCT CAUSING THE COMPANY OR ANY OF ITS SUBSIDIARIES SUBSTANTIAL
PUBLIC DISGRACE OR DISREPUTE OR SUBSTANTIAL ECONOMIC HARM, (III) SUBSTANTIAL AND
REPEATED FAILURE TO PERFORM DUTIES AS REASONABLY DIRECTED BY THE BOARD OR THE
COMPANY'S PRESIDENT AND CHIEF EXECUTIVE OFFICER, (IV) ANY ACT OR OMISSION AIDING
OR ABETTING A SUPPLIER OR CUSTOMER OF THE COMPANY OR ANY OF ITS SUBSIDIARIES TO
THE MATERIAL DISADVANTAGE OR DETRIMENT OF THE COMPANY AND ITS SUBSIDIARIES,
(V) BREACH OF FIDUCIARY DUTY, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT WITH
RESPECT TO THE COMPANY OR ANY OF ITS SUBSIDIARIES OR (VI) ANY OTHER MATERIAL
BREACH OF THIS AGREEMENT WHICH IS NOT CURED TO THE COMPANY'S REASONABLE
SATISFACTION WITHIN FIFTEEN (15) DAYS AFTER WRITTEN NOTICE TO EXECUTIVE.
4
(F)
FOR PURPOSES OF THIS AGREEMENT,
"DISABILITY" SHALL MEAN EXECUTIVE'S INABILITY TO PERFORM THE ESSENTIAL DUTIES,
RESPONSIBILITIES AND FUNCTIONS OF HIS POSITION WITH THE COMPANY AND ITS
SUBSIDIARIES FOR A PERIOD OF 90 CONSECUTIVE DAYS OR FOR A TOTAL OF 180 DAYS
DURING ANY 12-MONTH PERIOD AS A RESULT OF ANY MENTAL OR PHYSICAL ILLNESS,
DISABILITY OR INCAPACITY EVEN WITH REASONABLE ACCOMMODATIONS FOR SUCH ILLNESS,
DISABILITY OR INCAPACITY PROVIDED BY THE COMPANY AND ITS SUBSIDIARIES OR IF
PROVIDING SUCH ACCOMMODATIONS WOULD BE UNREASONABLE, ALL AS DETERMINED BY THE
COMPENSATION COMMITTEE IN ITS REASONABLE GOOD FAITH JUDGMENT.
EXECUTIVE SHALL
COOPERATE IN ALL REASONABLE RESPECTS WITH THE COMPANY IF A QUESTION ARISES AS TO
WHETHER HE HAS BECOME DISABLED (INCLUDING, WITHOUT LIMITATION, SUBMITTING TO
REASONABLE EXAMINATIONS BY ONE OR MORE MEDICAL DOCTORS AND OTHER HEALTH CARE
SPECIALISTS SELECTED BY THE COMPANY AND AUTHORIZING SUCH MEDICAL DOCTORS AND
OTHER HEALTH CARE SPECIALISTS TO DISCUSS EXECUTIVE'S CONDITION WITH THE
COMPANY).
(G)
FOR PURPOSES OF THIS AGREEMENT, "GOOD
REASON" SHALL MEAN IF EXECUTIVE RESIGNS FROM EMPLOYMENT WITH THE COMPANY AND ITS
SUBSIDIARIES PRIOR TO THE END OF THE EMPLOYMENT PERIOD AS A RESULT OF THE
OCCURRENCE OF ONE OR MORE OF THE FOLLOWING EVENTS:
(I) THE COMPANY REDUCES THE
AMOUNT OF THE BASE SALARY (OTHER THAN AS A RESULT OF A GENERAL ACROSS-THE-BOARD
SALARY REDUCTION APPLICABLE TO ALL SENIOR EXECUTIVES OF THE COMPANY)
(X) ELECTS
TO ELIMINATE THE EIP WITHOUT PERMITTING EXECUTIVE TO PARTICIPATE IN AN ANNUAL
INCENTIVE BONUS PLAN IN PLACE OF THE EIP WHICH OFFERS A POTENTIAL BONUS PAYMENT
COMPARABLE TO THAT EARNABLE AT 100% OF PLAN TARGET BY EXECUTIVE UNDER THE EIP OR
(Y) DOES NOT EXTEND TO EXECUTIVE PARTICIPATION IN EQUITY PLANS COMMENSURATE WITH
EXECUTIVE'S POSITION, TO THE EXTENT SENIOR EXECUTIVES OF THE COMPANY PARTICIPATE
IN SUCH EQUITY PLANS, (II) THE COMPANY CHANGES EXECUTIVE'S TITLE AND REDUCES HIS
RESPONSIBILITIES OR AUTHORITY IN A MANNER MATERIALLY INCONSISTENT WITH THAT OF
THE POSITION OF GENERAL COUNSEL OR (III) THE COMPANY CHANGES EXECUTIVE'S PLACE
OF WORK TO A LOCATION OUTSIDE OF NEW HAMPSHIRE OR MASSACHUSETTS; PROVIDED THAT
IN ORDER FOR EXECUTIVE'S RESIGNATION FOR GOOD REASON TO BE EFFECTIVE HEREUNDER,
EXECUTIVE MUST PROVIDE WRITTEN NOTICE TO THE COMPANY STATING EXECUTIVE'S INTENT
TO RESIGN FOR GOOD REASON AND THE GROUNDS THEREFOR