AND TO THE
COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS (ATTENTION: CHIEF EXECUTIVE OFFICER)
OR TO SUCH OTHER ADDRESS AS EITHER PARTY MAY HAVE FURNISHED TO THE OTHER IN
WRITING IN ACCORDANCE HEREWITH, EXCEPT THAT NOTICE OF CHANGE OF ADDRESS SHALL BE
EFFECTIVE ONLY UPON RECEIPT.
5
12.
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL BE APPLICABLE TO,
AND SHALL INURE TO THE BENEFIT OF, THE COMPANY AND THEIR SUCCESSORS AND ASSIGNS
AND TO THE EXECUTIVE AND HIS HEIRS, EXECUTORS, ADMINISTRATORS AND PERSONAL
REPRESENTATIVES.
13.
GOVERNING LAW.
THIS AGREEMENT SHALL CONTINUE IN EFFECT AFTER
TERMINATION OF MY EMPLOYMENT AND SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS WITHOUT REGARD TO
ITS CONFLICT OF LAWS PRINCIPLES, TO THE EXTENT NOT PREEMPTED BY U.S. FEDERAL
LAW.
14.
CONSENT TO JURISDICTION.
IN THE EVENT OF ANY ALLEGED BREACH OF
THIS AGREEMENT WHICH THE PARTIES ARE UNABLE TO SETTLE BY MUTUAL CONSULTATION,
THE COMPANY AND THE EXECUTIVE HEREBY CONSENT AND SUBMIT TO ARBITRATION. SUCH
ARBITRATION SHALL TAKE PLACE IN BOSTON, MASSACHUSETTS, UNLESS THE PARTIES
OTHERWISE MUTUALLY AGREE IN WRITING, IN ACCORDANCE WITH THE EMPLOYMENT RULES OF
THE AMERICAN ARBITRATION ASSOCIATION ("AAA") AND UNDER THE LAWS OF THE
COMMONWEALTH OF MASSACHUSETTS. UNLESS OTHERWISE REQUIRED BY LAW, THE PARTIES
HEREBY AGREE TO PROCEED BEFORE ONE IMPARTIAL ARBITRATOR SELECTED BY MUTUAL
AGREEMENT OF THE PARTIES. ANY DEMAND FOR ARBITRATION HEREUNDER SHALL BE FILED
WITHIN A REASONABLE TIME AFTER THE CONTROVERSY OR CLAIM HAS ARISEN, BUT IN NO
EVENT LATER THAN THE DATE WHEN THE INSTITUTION OF LEGAL OR EQUITABLE PROCEEDINGS
BASED ON THE CLAIM WOULD BE BARRED BY THE STATUTE OF LIMITATIONS UNDER
APPLICABLE LAW. THIS ARBITRATION PROVISION MAY BE SPECIFICALLY ENFORCED IN ANY
COURT OF COMPETENT JURISDICTION. JUDGMENT UPON THE AWARD RENDERED BY THE
ARBITRATOR(S) MAY BE ENTERED IN THE FEDERAL AND STATE COURTS IN AND OF THE
COMMONWEALTH OF MASSACHUSETTS.
15.
REMEDIES.
THE COMPANY AND THE EXECUTIVE AGREE THAT FORFEITURE OF
THE DEFERRED COMPENSATION SHALL SERVE AS LIQUIDATED DAMAGES IN THE EVENT THAT
THE EXECUTIVE BREACHES ANY OF THE PROVISIONS OF THIS AGREEMENT. THE PARTIES
ACKNOWLEDGE THAT ACTUAL DAMAGES WILL BE DIFFICULT TO ASCERTAIN AND THAT SUCH
LIQUIDATED DAMAGES REPRESENT THE BEST ESTIMATE OF SUCH DAMAGES.
16.
WAIVER OF BREACH.
THE WAIVER BY THE COMPANY OR THE EXECUTIVE OF A
BREACH OF ANY PROVISION OF THIS AGREEMENT MUST BE IN WRITING AND SHALL NOT
OPERATE OR BE CONSTRUED AS A WAIVER OF ANY SUBSEQUENT BREACH.
17.
ENTIRE AGREEMENT.
THIS AGREEMENT 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.
18.
SEVERABILITY.
ANY PROVISION IN THIS AGREEMENT WHICH IS PROHIBITED
OR UNENFORCEABLE IN ANY JURISDICTION BY REASON OF APPLICABLE LAW SHALL, AS TO
SUCH JURISDICTION, BE INEFFECTIVE ONLY TO THE EXTENT OF SUCH PROHIBITION OR
UNENFORCEABILITY WITHOUT INVALIDATING OR AFFECTING THE REMAINING PROVISIONS
HEREOF, AND ANY SUCH PROHIBITION OR UNENFORCEABILITY IN ANY JURISDICTION SHALL
NOT INVALIDATE OR RENDER UNENFORCEABLE SUCH PROVISION