A WAIVER OR CONSENT WITH RESPECT TO ANY OTHER
TERMS OR PROVISIONS OF THIS AGREEMENT, WHETHER OR NOT SIMILAR.
EACH SUCH WAIVER
OR CONSENT SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR THE PURPOSE
FOR WHICH IT WAS GIVEN, AND SHALL NOT CONSTITUTE A CONTINUING WAIVER OR CONSENT.
12.
BINDING EFFECT; ASSIGNMENT.
THE AGREEMENT
WILL BE BINDING UPON AND INURE TO THE BENEFIT OF (A) THE HEIRS, EXECUTORS AND
LEGAL REPRESENTATIVES OF THE EXECUTIVE UPON THE EXECUTIVE'S DEATH AND (B) ANY
SUCCESSOR OF THE COMPANY.
ANY SUCH SUCCESSOR OF THE COMPANY WILL BE DEEMED
SUBSTITUTED FOR THE COMPANY UNDER THE TERMS OF THE AGREEMENT FOR ALL PURPOSES.
FOR THIS PURPOSE, "SUCCESSOR" MEANS ANY PERSON, FIRM, CORPORATION OR OTHER
BUSINESS ENTITY WHICH AT ANY TIME, WHETHER BY PURCHASE, MERGER OR OTHERWISE,
DIRECTLY OR INDIRECTLY ACQUIRES ALL OR SUBSTANTIALLY ALL OF THE ASSETS OR
BUSINESS OF THE COMPANY.
NONE OF THE RIGHTS OF THE EXECUTIVE TO RECEIVE ANY
FORM OF COMPENSATION PAYABLE PURSUANT TO THE AGREEMENT MAY BE ASSIGNED OR
TRANSFERRED EXCEPT BY WILL OR THE LAWS OF DESCENT AND DISTRIBUTION.
ANY OTHER
ATTEMPTED ASSIGNMENT, TRANSFER, CONVEYANCE OR OTHER DISPOSITION OF THE
EXECUTIVE'S RIGHT TO COMPENSATION OR OTHER BENEFITS WILL BE NULL AND VOID.
13.
GOVERNING LAW.
THIS AGREEMENT AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE LAW OF THE COMMONWEALTH OF MASSACHUSETTS, WITHOUT
GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF.
14.
JURISDICTION AND SERVICE OF PROCESS.
ANY
LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT SHALL BE BROUGHT IN
THE COURTS OF THE COMMONWEALTH OF MASSACHUSETTS OR OF THE UNITED STATES OF
AMERICA FOR THE DISTRICT OF MASSACHUSETTS.
BY EXECUTION AND DELIVERY OF THIS
AGREEMENT, EACH OF THE PARTIES HERETO ACCEPTS FOR ITSELF AND IN RESPECT OF ITS
PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID
COURTS.
15.
ATTORNEYS' FEES.
THE COMPANY SHALL PAY TO
THE EXECUTIVE ALL LEGAL FEES AND EXPENSES INCURRED BY THE EXECUTIVE IN DISPUTING
IN GOOD FAITH ANY ISSUE HEREUNDER RELATING TO THE TERMINATION OF THE EXECUTIVE'S
EMPLOYMENT, IN SEEKING IN GOOD FAITH TO OBTAIN OR ENFORCE ANY BENEFIT OR RIGHT
PROVIDED BY THIS AGREEMENT.
SUCH PAYMENTS SHALL BE MADE WITHIN FIVE (5)
BUSINESS DAYS AFTER DELIVERY OF THE EXECUTIVE'S WRITTEN REQUESTS FOR PAYMENT
ACCOMPANIED WITH SUCH EVIDENCE OF FEES AND EXPENSES INCURRED AS THE COMPANY
REASONABLY MAY REQUIRE.
6
16.
WITHHOLDING.
THE COMPANY IS AUTHORIZED TO
WITHHOLD, OR TO CAUSE TO BE WITHHELD, FROM ANY PAYMENT OR BENEFIT UNDER THE
AGREEMENT THE FULL AMOUNT OF ANY APPLICABLE WITHHOLDING TAXES.
17.
TAX CONSEQUENCES.
THE COMPANY DOES NOT
GUARANTEE THE TAX TREATMENT OR TAX CONSEQUENCES ASSOCIATED WITH ANY PAYMENT OR
BENEFIT ARISING UNDER THIS AGREEMENT.
18.
ACKNOWLEDGMENT.
THE EXECUTIVE ACKNOWLEDGES
THAT HE HAS HAD THE OPPORTUNITY TO DISCUSS THIS MATTER WITH AND OBTAIN ADVICE
FROM HIS PRIVATE ATTORNEY, HAS HAD SUFFICIENT TIME TO, AND HAS CAREFULLY READ
AND FULLY UNDERSTANDS ALL THE PROVISIONS OF THE AGREEMENT, AND IS KNOWINGLY AND