PURPOSES OF THIS
AGREEMENT, THE EXECUTIVE'S EMPLOYMENT WITH THE COMPANY SHALL NOT BE DEEMED TO
HAVE TERMINATED SOLELY AS A RESULT OF THE EXECUTIVE CONTINUING TO BE EMPLOYED BY
A WHOLLY-OWNED SUBSIDIARY OF THE COMPANY.
9.2
SEVERABILITY.
THE INVALIDITY OR UNENFORCEABILITY OF
ANY PROVISION OF THIS AGREEMENT SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY
OF ANY OTHER PROVISION OF THIS AGREEMENT, WHICH SHALL REMAIN IN FULL FORCE AND
EFFECT.
9.3
INJUNCTIVE RELIEF.
THE COMPANY AND THE EXECUTIVE
AGREE THAT ANY BREACH OF THIS AGREEMENT BY THE COMPANY IS LIKELY TO CAUSE THE
EXECUTIVE SUBSTANTIAL AND IRREVOCABLE DAMAGE AND THEREFORE, IN THE
9
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 AS THE FORM ATTACHED
HERETO AS EXHIBIT A (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
EXCEPT AS PROVIDED IN SECTION 4.2(B) OF THIS AGREEMENT, 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