OF HIS DUTIES
AS AN EMPLOYEE OF THE COMPANY DOES NOT AND WILL NOT BREACH ANY AGREEMENT TO KEEP
IN CONFIDENCE PROPRIETARY INFORMATION, KNOWLEDGE OR DATA ACQUIRED BY HIM IN
CONFIDENCE OR IN TRUST PRIOR TO HIS EMPLOYMENT WITH THE COMPANY AND THAT THE
EXECUTIVE WILL NOT DISCLOSE TO THE COMPANY OR INDUCE THE COMPANY TO USE ANY
CONFIDENTIAL OR PROPRIETARY INFORMATION, KNOWLEDGE OR MATERIAL BELONGING TO ANY
PREVIOUS EMPLOYER OR OTHERS. THE EXECUTIVE FURTHER REPRESENTS THAT HIS
PERFORMANCE OF ALL THE TERMS OF THIS AGREEMENT AND THE PERFORMANCE OF HIS DUTIES
AS AN EMPLOYEE OF THE COMPANY DOES NOT AND WILL NOT BREACH ANY AGREEMENT TO
REFRAIN FROM SOLICITING EMPLOYEES, CUSTOMERS OR SUPPLIERS OF ANY FORMER EMPLOYER
OR OTHERS.
8.
INDEMNIFICATION. THE COMPANY SHALL INDEMNIFY THE EXECUTIVE IN
ACCORDANCE WITH ITS CERTIFICATE OF INCORPORATION AND BY-LAWS.
9.
SURVIVAL. THE PROVISIONS OF SECTIONS 6, 7 AND 8 SHALL SURVIVE THE
TERMINATION OF THIS AGREEMENT FOR ANY REASON.
10.
NOTICES. ANY NOTICES DELIVERED UNDER THIS AGREEMENT SHALL BE
DEEMED DULY DELIVERED THREE (3) BUSINESS DAYS AFTER IT IS SENT BY REGISTERED OR
CERTIFIED MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, OR ONE (1) BUSINESS
DAY AFTER IT IS SENT FOR NEXT-BUSINESS DAY DELIVERY VIA A REPUTABLE NATIONWIDE
OVERNIGHT COURIER SERVICE, IN EACH CASE TO THE ADDRESS OF THE RECIPIENT SET
FORTH IN THE INTRODUCTORY PARAGRAPH HERETO. EITHER PARTY MAY CHANGE THE ADDRESS
TO WHICH NOTICES ARE TO BE DELIVERED BY GIVING NOTICE OF SUCH CHANGE TO THE
OTHER PARTY IN THE MANNER SET FORTH IN THIS SECTION 10.
11.
COMPLIANCE WITH CODE SECTION 409A. IT IS INTENDED THAT THIS
AGREEMENT COMPLY WITH OR BE EXEMPT FROM THE REQUIREMENTS OF SECTIONS 409A(A)(2)
THROUGH (4) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND ALL
REGULATIONS ISSUED THEREUNDER. THE AGREEMENT SHALL BE INTERPRETED AND
ADMINISTERED FOR ALL PURPOSES IN ACCORDANCE WITH THIS INTENT AND MAY BE AMENDED
BY THE COMPANY, FOLLOWING CONSULTATION WITH EXECUTIVE AND EXECUTIVE'S LEGAL AND
TAX ADVISORS, AT ANY TIME IF SUCH AMENDMENT IS DEEMED NECESSARY TO SATISFY THIS
INTENT.
12.
PRONOUNS. WHENEVER THE CONTEXT MAY REQUIRE, ANY PRONOUNS USED IN
THIS AGREEMENT SHALL INCLUDE THE CORRESPONDING MASCULINE, FEMININE OR NEUTER
FORMS, AND THE SINGULAR FORMS OF NOUNS AND PRONOUNS SHALL INCLUDE THE PLURAL,
AND VICE VERSA.
13.
ENTIRE AGREEMENT. THIS AGREEMENT, TOGETHER WITH THE ERA,
CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES AND SUPERSEDES ALL PRIOR
AGREEMENTS AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT
MATTER OF THIS AGREEMENT.
14.
AMENDMENT. THIS AGREEMENT MAY BE AMENDED OR MODIFIED ONLY BY A
WRITTEN INSTRUMENT EXECUTED BY BOTH THE COMPANY AND THE EXECUTIVE.
15.
GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS (WITHOUT
REFERENCE TO THE CONFLICT OF LAWS PROVISIONS THEREOF). ANY ACTION, SUIT OR OTHER
LEGAL PROCEEDING ARISING UNDER OR RELATING TO ANY PROVISION OF THIS AGREEMENT
SHALL BE COMMENCED ONLY IN A COURT OF THE COMMONWEALTH OF MASSACHUSETTS (OR, IF
APPROPRIATE, A FEDERAL