CONTRIBUTION PERIOD, SHALL BE PAID BY THE EMPLOYEE ON A MONTHLY
BASIS.
AFTER THE CONTRIBUTION PERIOD, THE EMPLOYEE MAY CONTINUE RECEIVING
COVERAGE UNDER COBRA AT HIS/HER OWN COST IF AND TO THE EXTENT THAT HE/SHE
REMAINS ELIGIBLE FOR COBRA CONTINUATION.
THE EMPLOYEE AGREES THAT HE/SHE SHALL
NOTIFY THE COMPANY IN WRITING IMMEDIATELY FOLLOWING THE DATE ON WHICH HE/SHE
BECOMES ELIGIBLE FOR GROUP MEDICAL AND/OR DENTAL INSURANCE COVERAGE THROUGH
ANOTHER EMPLOYER; AND
(C)
DURING THE EXTENDED BENEFITS PERIOD DEFINED
ABOVE, THE COMPANY SHALL CONTINUE TO PROVIDE BENEFITS TO THE EMPLOYEE IN
ACCORDANCE WITH ANY APPLICABLE LIFE INSURANCE, ACCIDENT AND/OR DISABILITY PLANS
UNDER WHICH THE EMPLOYEE WAS ELIGIBLE AS OF THE DATE OF TERMINATION CONSISTENT
WITH SUCH BENEFITS AS MAY BE PROVIDED TO ACTIVE AND SIMILARLY SITUATED EMPLOYEES
COVERED BY SUCH PLANS; PROVIDED, HOWEVER, THAT IF SUCH PLANS DO NOT PERMIT
CONTINUED COVERAGE OF THE EMPLOYEE FOLLOWING THE DATE OF TERMINATION, THE
COMPANY SHALL INSTEAD REIMBURSE THE EMPLOYEE FOR THE REASONABLE COST OF
PURCHASING SUBSTANTIALLY COMPARABLE COVERAGE DURING THE EXTENDED BENEFITS
PERIOD.
THE EMPLOYEE AGREES THAT SHE SHALL NOTIFY THE COMPANY IN WRITING
IMMEDIATELY FOLLOWING THE DATE ON WHICH SHE BECOMES ELIGIBLE FOR LIFE INSURANCE,
ACCIDENT AND/OR DISABILITY COVERAGE THROUGH ANOTHER EMPLOYER.
THE BENEFITS
PROVIDED AND/OR PAYMENTS MADE UNDER THIS SUBSECTION SHALL BE IN INSTALLMENTS IN
ACCORDANCE WITH THE COMPANY'S REGULAR PAYROLL PRACTICES, BEGINNING WITH THE
PAYROLL DATE FOLLOWING THE 30TH DAY AFTER THE DATE OF TERMINATION; AND
(D)
THE EMPLOYEE SHALL BE ENTITLED TO IMMEDIATE
VESTING OF ANY UNVESTED OPTION SHARES, RESTRICTED SHARES AND ANY FUTURE GRANTS
AWARDED TO THE EMPLOYEE.
ALL SUCH EQUITY AWARDS (WHETHER STOCK OPTIONS OR
RESTRICTED STOCK GRANTS) WILL REMAIN EXERCISABLE IN ACCORDANCE WITH THE
APPLICABLE STOCK OPTION PLAN OR GRANT AGREEMENT.
6.3
DISPUTES.
(A)
SETTLEMENT OF DISPUTES; ARBITRATION.
ALL
CLAIMS BY THE EMPLOYEE FOR BENEFITS UNDER THIS SECTION 6 SHALL BE DIRECTED TO
AND DETERMINED BY THE BOARD OF DIRECTORS OF THE COMPANY AND SHALL BE IN
WRITING.
ANY DENIAL BY THE BOARD OF DIRECTORS OF A CLAIM FOR BENEFITS UNDER
THIS SECTION 6 SHALL BE DELIVERED TO THE EMPLOYEE IN WRITING AND SHALL SET FORTH
THE SPECIFIC REASONS FOR THE DENIAL AND THE SPECIFIC PROVISIONS OF THIS
AGREEMENT RELIED UPON.
THE BOARD OF DIRECTORS SHALL AFFORD A REASONABLE
OPPORTUNITY TO THE EMPLOYEE FOR A REVIEW OF THE DECISION DENYING A CLAIM.
ANY
FURTHER DISPUTE OR CONTROVERSY ARISING UNDER OR IN CONNECTION WITH THIS
SECTION 6 SHALL BE SETTLED EXCLUSIVELY BY ARBITRATION IN BOSTON, MASSACHUSETTS,
IN ACCORDANCE WITH THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION THEN IN
EFFECT.
JUDGMENT MAY BE ENTERED ON THE ARBITRATOR'S AWARD IN ANY COURT HAVING
JURISDICTION.
(B)
EXPENSES.
THE COMPANY AGREES TO PAY AS
INCURRED, TO THE FULL EXTENT PERMITTED BY LAW, ALL LEGAL, ACCOUNTING AND OTHER
FEES AND EXPENSES WHICH THE EMPLOYEE MAY REASONABLY INCUR AS A RESULT OF ANY
CLAIM OR CONTEST (REGARDLESS OF THE OUTCOME THEREOF) BY THE COMPANY, THE
EMPLOYEE OR OTHERS REGARDING THE VALIDITY OR ENFORCEABILITY OF, OR LIABILITY
UNDER, ANY PROVISION OF THIS SECTION 6