AN OFFICER, DIRECTOR, AGENT OR EMPLOYEE OF
ANY DIRECT OR INDIRECT SUBSIDIARY OR OTHER AFFILIATE OF EMPLOYER, BUT MAY NOT
SERVE AS AN OFFICER, DIRECTOR, AGENT OR EMPLOYEE OF ANY OTHER BUSINESS
ENTERPRISE WITHOUT THE WRITTEN APPROVAL OF EMPLOYER'S BOARD OF DIRECTORS (THE
"BOARD"); PROVIDED, THAT OFFICER MAY SERVE IN ANY CAPACITY WITH ANY CIVIC,
EDUCATIONAL OR CHARITABLE ORGANIZATION, OR ANY GOVERNMENTAL ENTITY OR TRADE
ASSOCIATION, WITHOUT SEEKING OR OBTAINING SUCH WRITTEN APPROVAL OF THE BOARD, IF
SUCH ACTIVITIES AND SERVICES DO NOT MATERIALLY INTERFERE OR CONFLICT WITH THE
PERFORMANCE OF OFFICER'S DUTIES UNDER THIS AGREEMENT.
NOTWITHSTANDING THE
FOREGOING, NOTHING CONTAINED HEREIN SHALL PROHIBIT OFFICER FROM CONTINUING AS
TRUSTEE OF THE MASSACHUSETTS HEALTH AND WELFARE TRUST.
4.
COMPENSATION.
(A)
BASE SALARY.
EMPLOYER WILL PAY OFFICER A BASE SALARY IN THE
AMOUNT OF $350,000 PER YEAR (THE "BASE SALARY"), WHICH AMOUNT WILL BE PAID IN
ACCORDANCE WITH EMPLOYER'S NORMAL PAYROLL SCHEDULE LESS APPROPRIATE WITHHOLDINGS
FOR FEDERAL AND STATE TAXES AND OTHER DEDUCTIONS AUTHORIZED BY OFFICER.
SUCH
SALARY WILL BE SUBJECT TO REVIEW AND ADJUSTMENT BY EMPLOYER FROM TIME TO TIME.
(B)
BONUSES.
EMPLOYER SHALL ESTABLISH A BONUS PLAN FOR EACH FISCAL
YEAR (THE "PLAN") PURSUANT TO WHICH OFFICER WILL BE ELIGIBLE TO RECEIVE AN
ANNUAL BONUS (THE "BONUS").
THE BOARD OR THE COMPENSATION COMMITTEE OF THE
BOARD WILL ADMINISTER THE PLAN AND ESTABLISH PERFORMANCE OBJECTIVES FOR EACH
YEAR IN CONSULTATION WITH OFFICER.
IN THE EVENT THAT EMPLOYER ACHIEVES TARGET
BASED ON ACTUAL PERFORMANCE, OFFICER SHALL BE ENTITLED TO RECEIVE A BONUS IN AN
AMOUNT EQUAL TO NO LESS THAN OFFICER'S BASE SALARY.
THE BONUS SHALL BE PAID TO
THE OFFICER IN A SINGLE LUMP SUM ON OR BEFORE THE 15TH DAY OF THE THIRD MONTH
FOLLOWING THE END OF THE APPLICABLE FISCAL YEAR OF THE EMPLOYER IN WHICH THE
BONUS IS EARNED.
(C)
BENEFITS.
OFFICER WILL BE ELIGIBLE TO PARTICIPATE IN ALL BENEFIT
PLANS TO THE SAME EXTENT AS THEY ARE MADE AVAILABLE TO OTHER SENIOR OFFICERS OF
EMPLOYER.
OFFICER WILL RECEIVE SEPARATE INFORMATION DETAILING THE TERMS OF THE
BENEFIT PLANS AND THE TERMS OF SUCH PLANS WILL CONTROL.
OFFICER ALSO WILL BE
ELIGIBLE TO PARTICIPATE IN ANY ANNUAL INCENTIVE PLAN APPLICABLE TO OFFICER BY
ITS TERMS.
5.
EXPENSES.
DURING THE TERM OF THIS
AGREEMENT, EMPLOYER WILL REIMBURSE OFFICER PROMPTLY FOR ALL REASONABLE TRAVEL,
ENTERTAINMENT, PARKING, BUSINESS MEETINGS AND SIMILAR EXPENDITURES IN PURSUANCE
AND FURTHERANCE OF EMPLOYER'S BUSINESS UPON RECEIPT OF REASONABLY
2
SUPPORTING DOCUMENTATION AS REQUIRED BY EMPLOYER'S POLICIES APPLICABLE TO ITS
OFFICERS AND EMPLOYEES GENERALLY.
FOR ALL PURPOSES OF THIS AGREEMENT,
(INCLUDING WITHOUT LIMITATION UNDER THIS SECTION 5, SECTION 6(B)(III) OR
SECTION 6(C)(III)), ANY EXPENSE REIMBURSEMENTS MADE (OR ANY IN-KIND BENEFITS
PROVIDED) TO OFFICER IN ANY ONE CALENDAR YEAR SHALL NOT AFFECT THE AMOUNT THAT
MAY BE REIMBURSED IN ANY OTHER CALENDAR YEAR AND A REIMBURSEMENT OR IN-KIND
BENEFIT (OR RIGHT THERETO) MAY NOT BE EXCHANGED OR LIQUIDATED FOR ANOTHER
BENEFIT OR PAYMENT.
ANY REIMBURSEMENT SUBJECT TO SECTION 409A OF THE CODE AND
THE RULES AND REGULATIONS THEREUNDER,