FORTH THE
SPECIFIC REASONS FOR THE DENIAL AND THE SPECIFIC PROVISIONS OF THIS AGREEMENT
RELIED UPON.
THE COMPANY SHALL AFFORD A REASONABLE OPPORTUNITY TO THE EXECUTIVE
FOR A REVIEW OF THE DECISION DENYING A CLAIM.
ANY FURTHER DISPUTE OR
CONTROVERSY ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE SETTLED
EXCLUSIVELY BY ARBITRATION IN BOSTON, MASSACHUSETTS, WITHIN THIRTY (30) DAYS OF
BEING INTRODUCED INTO ARBITRATION, AND SHALL BE 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.
5.2
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 EXECUTIVE MAY REASONABLY INCUR AS A RESULT OF ANY CLAIM OR
CONTEST (REGARDLESS OF THE OUTCOME THEREOF) BY THE COMPANY, THE EXECUTIVE OR
OTHERS REGARDING THE VALIDITY OR ENFORCEABILITY OF, OR LIABILITY UNDER, ANY
PROVISION OF THIS AGREEMENT OR ANY GUARANTEE OF PERFORMANCE THEREOF (INCLUDING
AS A RESULT OF ANY CONTEST BY THE EXECUTIVE REGARDING THE AMOUNT OF ANY PAYMENT
OR BENEFITS PURSUANT TO THIS AGREEMENT), PLUS IN EACH CASE INTEREST ON ANY
DELAYED PAYMENT AT THE APPLICABLE FEDERAL RATE PROVIDED FOR IN
SECTION 7872(F)(2)(A) OF THE CODE; PROVIDED, HOWEVER, THAT (A) THE AMOUNT OF
SUCH FEES AND EXPENSES PAID (OR REIMBURSED) BY THE COMPANY DURING ANY CALENDAR
YEAR MAY NOT AFFECT THE AMOUNT OF FEES AND EXPENSES PAID (OR REIMBURSED) BY THE
COMPANY IN ANY OTHER CALENDAR YEAR, (B) PAYMENT (OR REIMBURSEMENT) OF FEES AND
EXPENSES BY THE COMPANY SHALL BE MADE ON OR BEFORE THE LAST DAY OF THE CALENDAR
YEAR FOLLOWING THE CALENDAR YEAR IN WHICH THE FEES AND EXPENSES WERE INCURRED,
(C) THE EXECUTIVE'S RIGHT TO REASONABLE FEES AND EXPENSES IS NOT SUBJECT TO
LIQUIDATION OR EXCHANGE FOR ANOTHER BENEFIT AND (D) THIS OBLIGATION SHALL
SURVIVE THE TERMINATION OF THIS AGREEMENT AND SHALL REMAIN IN EFFECT UNTIL THE
APPLICABLE STATUTE OF LIMITATIONS HAS EXPIRED WITH RESPECT TO ANY LITIGATION TO
ENFORCE THE TERMS OF THIS AGREEMENT.
6
SUCCESSORS.
6.1
SUCCESSOR TO COMPANY.
THE COMPANY SHALL REQUIRE ANY
SUCCESSOR (WHETHER DIRECT OR INDIRECT, BY PURCHASE, MERGER, CONSOLIDATION OR
OTHERWISE) TO ALL OR SUBSTANTIALLY ALL OF THE BUSINESS OR ASSETS OF THE COMPANY
EXPRESSLY TO ASSUME AND AGREE TO PERFORM THIS AGREEMENT TO THE SAME EXTENT THAT
THE COMPANY WOULD BE REQUIRED TO PERFORM IT IF NO SUCH SUCCESSION HAD TAKEN
PLACE.
FAILURE OF THE COMPANY TO OBTAIN AN ASSUMPTION OF THIS AGREEMENT AT OR
PRIOR TO THE EFFECTIVENESS OF ANY
8
SUCCESSION SHALL BE A BREACH OF THIS AGREEMENT AND SHALL CONSTITUTE INVOLUNTARY
TERMINATION IF THE EXECUTIVE ELECTS TO TERMINATE EMPLOYMENT, EXCEPT THAT FOR
PURPOSES OF IMPLEMENTING THE FOREGOING, THE DATE ON WHICH ANY SUCH SUCCESSION
BECOMES EFFECTIVE SHALL BE DEEMED THE DATE OF TERMINATION.
AS USED IN THIS
AGREEMENT, "COMPANY" SHALL MEAN THE COMPANY AS DEFINED ABOVE AND ANY SUCCESSOR
TO ITS BUSINESS OR ASSETS AS AFORESAID WHICH ASSUMES AND AGREES TO PERFORM THIS