SIMILAR OR SUCCESSOR PLAN) AND/OR THE COO OR DESIGNEE WITHIN 90 DAYS OF
THE COMMENCEMENT OF THE APPLICABLE CALENDAR YEAR PERIOD (EXCEPT THAT THE BONUS
PLAN FOR BALANCE OF CALENDAR YEAR 2005 IS DEALT WITH SEPARATELY BELOW), AND
(E) PROVIDE YOU WITH REIMBURSEMENT OF ALL REASONABLE (I) MOVING AND RELOCATION
EXPENSES, (II) TEMPORARY LIVING ARRANGEMENTS, AND (III) COMMUTING EXPENSES FOR
WEEKEND VISITS TO YOUR NEW HARTFORD HOME, IN EACH CASE IN ACCORDANCE WITH
COMPANY POLICY IN CONNECTION WITH THE RELOCATION OF YOU AND YOUR FAMILY FROM NEW
HARTFORD, CT TO THE MAYNARD, MA AREA AND YOUR WORK AT THE COMPANY'S MAYNARD, MA
OFFICE PRIOR TO THAT RELOCATION, IT BEING UNDERSTOOD THAT THE REIMBURSEMENTS
CONTEMPLATED BY CLAUSES (E)(II) AND (E)(III) SHALL BE PROVIDED FOR A MAXIMUM OF
6 MONTHS. FOR YOUR EMPLOYMENT FROM SEPTEMBER 12 THROUGH DECEMBER 31, 2005, YOU
WILL HAVE THE OPPORTUNITY TO EARN 50% OF THE AMOUNT WHICH YOU COULD HAVE EARNED
AS A TIER A PARTICIPANT UNDER THE 2005 MANAGEMENT INCENTIVE PLAN (THE "2005
PLAN") HAD YOUR EMPLOYMENT COMMENCED ON JANUARY 1, 2005 INSTEAD OF SEPTEMBER 12,
2005, IT BEING UNDERSTOOD THAT (X) THE REVENUE, PROFIT, EARNINGS PER SHARE
AND/OR OTHER COMPONENTS, THEIR RELATIVE WEIGHTING AND YOUR INDIVIDUAL
PERFORMANCE OBJECTIVES SHALL BE DETERMINED BY THE COO OR THE DESIGNEE WITHIN 30
DAYS OF THE COMMENCEMENT OF YOUR EMPLOYMENT, SUBJECT TO THE OTHER TERMS OF THE
2005 PLAN, AND (Y) IN NO EVENT SHALL THE BONUS PAYABLE TO YOU UNDER THE 2005
PLAN BE LESS THAN $100,000 (THE "2005 MINIMUM BONUS"). ADDITIONALLY, YOU HAVE
BEEN GRANTED OPTIONS TO PURCHASE AN AGGREGATE OF 75,000 SHARES OF COMPANY COMMON
STOCK SUBJECT TO THE TERMS AND CONDITIONS OF THE OPTION AGREEMENT (THE
"SPECIFIED OPTION AGREEMENT") ATTACHED AS EXHIBIT A HERETO (THE OPTIONS TO
PURCHASE 75,000 SHARES OF COMPANY COMMON STOCK CONTEMPLATED BY THE SPECIFIED
OPTION AGREEMENT ARE SOMETIMES REFERRED TO HEREIN AS THE "SPECIFIED OPTIONS").
AS YOU ARE AWARE, THE COMPANY IS CONSIDERING THE POSSIBLE ADOPTION OF A
LONG-TERM EQUITY PLAN FOR SENIOR EXECUTIVE OFFICERS AND IF SUCH PLAN IS
INSTITUTED YOU SHALL ALSO BE ABLE TO PARTICIPATE IN THAT PLAN.
3.
YOU MAY TERMINATE THIS AGREEMENT AT ANY
TIME UPON 60 DAYS' PRIOR WRITTEN NOTICE. THE COMPANY MAY TERMINATE THIS
AGREEMENT AT ANY TIME UPON WRITTEN NOTICE. THIS AGREEMENT SHALL ALSO TERMINATE
AUTOMATICALLY IN THE EVENT YOU SHOULD DIE OR, IN THE REASONABLE DETERMINATION OF
THE COMPANY, BECOME UNABLE TO PERFORM BY REASON OF PHYSICAL OR MENTAL
INCOMPETENCY YOUR OBLIGATIONS HEREUNDER FOR A PERIOD OF 120 DAYS IN ANY 365-DAY
PERIOD.
IT IS UNDERSTOOD AND AGREED THAT IN THE EVENT THAT THIS AGREEMENT IS
TERMINATED (X) BY THE COMPANY IN ACCORDANCE WITH THE SECOND SENTENCE OF THIS
SECTION 3 OTHER THAN FOR CAUSE (AS DEFINED BELOW), OR (Y) BY YOU UPON WRITTEN
NOTICE FOR GOOD REASON (AS DEFINED BELOW), THEN SUBJECT TO (I) YOUR EXECUTION
AND DELIVERY OF THE COMPANY'S THEN CURRENT FORM OF SEPARATION AGREEMENT AND
GENERAL RELEASE APPLICABLE TO SIMILARLY SITUATED EMPLOYEES AND (II) THE
EXPIRATION OF ANY