CONDITION OR PROVISION OF THIS
AGREEMENT TO BE PERFORMED BY SUCH OTHER PARTY SHALL BE DEEMED A WAIVER OF
SIMILAR OR DISSIMILAR PROVISIONS OR CONDITIONS AT THE SAME OR AT ANY PRIOR OR
SUBSEQUENT TIME. NO AGREEMENTS OR REPRESENTATIONS, ORAL OR OTHERWISE, EXPRESS OR
IMPLIED, WITH RESPECT TO THE SUBJECT MATTER HEREOF HAVE BEEN MADE BY EITHER
PARTY WHICH ARE NOT SET FORTH EXPRESSLY IN THIS AGREEMENT.
VALIDITY.
THE INVALIDITY OR UNENFORCEABILITY OF ANY PROVISION OR PROVISIONS OF
THIS AGREEMENT SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF ANY OTHER
PROVISION OF THIS AGREEMENT, WHICH SHALL REMAIN IN FULL FORCE AND EFFECT.
COUNTERPARTS. THIS AGREEMENT MAY BE EXECUTED IN SEVERAL COUNTERPARTS, EACH OF
WHICH SHALL BE DEEMED TO BE AN ORIGINAL, BUT ALL OF WHICH TOGETHER WILL
CONSTITUTE ONE AND THE SAME AGREEMENT.
6
ENTIRE AGREEMENT: EFFECTIVENESS.
THIS AGREEMENT CONSTITUTES THE ENTIRE
AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND
SUPERSEDES ANY AND ALL PRIOR EMPLOYMENT AGREEMENTS AND/OR SEVERANCE PROTECTION
LETTERS, AGREEMENTS, OR ARRANGEMENTS BETWEEN THE EXECUTIVE, ON THE ONE HAND, AND
THE COMPANY, OR ANY OTHER PREDECESSOR IN INTEREST THERETO OR ANY OF THEIR
RESPECTIVE SUBSIDIARIES, ON THE OTHER HAND.
GOVERNING LAW.
THIS AGREEMENT, INCLUDING THE VALIDITY HEREOF 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 APPLICABLE TO CONTRACTS
MADE AND TO BE PERFORMED ENTIRELY IN SUCH STATE (WITHOUT GIVING EFFECT TO THE
CONFLICTS OF LAWS PROVISIONS THEREOF). EACH OF THE PARTIES HERETO AGREES THAT
ANY ACTION OR PROCEEDING BROUGHT TO ENFORCE THE RIGHTS OR OBLIGATIONS OF ANY
PARTY HERETO UNDER THIS AGREEMENT MAY BE COMMENCED AND MAINTAINED IN ANY COURT
OF COMPETENT JURISDICTION LOCATED IN THE COMMONWEALTH OF MASSACHUSETTS, AND THAT
THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MASSACHUSETTS SHALL HAVE
NON-EXCLUSIVE JURISDICTION OVER ANY SUCH ACTION, SUIT OR PROCEEDING BROUGHT BY
ANY OF THE PARTIES HERETO. EACH OF THE PARTIES HERETO FURTHER AGREES THAT
PROCESS MAY BE SERVED UPON IT BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED,
ADDRESSED AS MORE GENERALLY PROVIDED IN SECTION 11 HEREOF, AND CONSENTS TO THE
EXERCISE OF JURISDICTION OVER IT AND ITS PROPERTIES WITH RESPECT TO ANY ACTION,
SUIT OR PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THE ENFORCEMENT OF ANY RIGHTS UNDER THIS
AGREEMENT.
ARBITRATION. ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF, IN CONNECTION
WITH, OR IN RELATION TO THIS AGREEMENT (EXCEPT FOR MATTERS RELATING TO SECTIONS
2(B), 2(C) OR 7 OF THIS AGREEMENT) OR ANY BREACH THEREOF SHALL BE FINALLY
SETTLED BY ARBITRATION IN BOSTON, MASSACHUSETTS, PURSUANT TO THE RULES THEN IN
EFFECT OF THE AMERICAN ARBITRATION ASSOCIATION. ANY AWARD SHALL BE FINAL,
BINDING AND CONCLUSIVE UPON THE PARTIES AND A JUDGMENT UPON THE AWARD RENDERED
THEREON MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF.
7
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and
year first above written.
COMPANY: