has met all service-period or other requirements for such
participation provided that no such assumptions shall be made as to a
tax-qualified plan if such assumption would jeopardize the tax-qualified status
of such plan. Notwithstanding anything set forth in this Section 7 or in Section
9 below to the contrary, in the event of any termination of the Executive's
employment hereunder, for any reason and by either party, the Executive shall
cease active participation in the Company's employee stock purchase plan (the
"ESPP"), and any amounts deducted by the Company from the Executive's Base
Salary but not yet used by the Company to purchase Stock for the benefit of the
Executive shall be promptly returned to the Executive, subject to any provision
of the ESPP (as in effect on the date of such termination) to the contrary.
8.
REIMBURSEMENT OF BUSINESS AND OTHER
EXPENSES; PERQUISITES; VACATIONS; RELOCATION EXPENSES.
(A)
BUSINESS EXPENSES.
THE EXECUTIVE IS AUTHORIZED TO INCUR REASONABLE
EXPENSES IN CARRYING OUT HIS DUTIES AND RESPONSIBILITIES UNDER THIS AGREEMENT
AND THE COMPANY SHALL PROMPTLY REIMBURSE HIM FOR ALL REASONABLE BUSINESS
EXPENSES INCURRED IN CONNECTION WITH THE PERFORMANCE OF HIS DUTIES HEREUNDER,
SUBJECT TO THE EXECUTIVE'S PROVISION OF REASONABLE DOCUMENTATION OF SUCH
EXPENSES IN ACCORDANCE WITH THE COMPANY'S BUSINESS EXPENSE REIMBURSEMENT
POLICY.
THE COMPANY SHALL PAY ALL REASONABLE FINANCIAL CONSULTANT AND LEGAL
FEES AND EXPENSES (NOT TO EXCEED $17,000) INCURRED BY THE EXECUTIVE IN
CONNECTION WITH THE NEGOTIATION OF THE EXECUTIVE'S EMPLOYMENT ARRANGEMENTS WITH
THE COMPANY PURSUANT TO THIS AGREEMENT ON AND PRIOR TO THE EXECUTION DATE.
(B)
PERQUISITES.
DURING THE TERM OF EMPLOYMENT, THE EXECUTIVE SHALL BE
ENTITLED TO TAX PREPARATION, FINANCIAL COUNSELING, FIRST-CLASS AIR TRAVEL AND
LIMOUSINE SERVICES AND, IN ADDITION, ANY OTHER PERQUISITES IN EFFECT FROM TIME
TO TIME FOR THE COMPANY'S SENIOR EXECUTIVES GENERALLY.
(C)
VACATION.
DURING THE TERM OF EMPLOYMENT, THE EXECUTIVE SHALL BE ENTITLED
TO FOUR WEEKS OF PAID VACATION, TO BE TAKEN AT SUCH TIME(S) AS THE EXECUTIVE AND
THE BOARD REASONABLY AGREES IS APPROPRIATE.
(D)
RELOCATION EXPENSES.
(I)
IN CONNECTION WITH THE EXECUTIVE'S COMMENCEMENT OF EMPLOYMENT
HEREUNDER, AS SOON AS PRACTICABLE AFTER THE EXECUTION DATE, THE COMPANY
SHALL
PROVIDE THE EXECUTIVE WITH A FURNISHED
APARTMENT OR ARRANGE FOR ALTERNATIVE
TEMPORARY LODGING IN NEW YORK, NEW YORK (THE "BUSINESS RESIDENCE"), WHICH
BUSINESS RESIDENCE SHALL BE OF A SIZE AND STYLE THAT IS COMMENSURATE WITH THE
EXECUTIVE'S POSITION WITH THE COMPANY HEREUNDER.
THE COMPANY ALSO HEREBY AGREES
TO PAY AND/OR REIMBURSE, AS APPLICABLE, THE EXECUTIVE FOR ALL REASONABLE COSTS
INCURRED BY THE EXECUTIVE IN CONNECTION WITH THE MAINTENANCE AND USE OF SUCH
BUSINESS RESIDENCE DURING THE PERIOD COMMENCING ON THE EFFECTIVE DATE AND ENDING
NO LATER THAN OCTOBER 31, 2004 (THE "REIMBURSEMENT PERIOD") (UNLESS SUCH PERIOD
IS OTHERWISE EXTENDED BY THE BOARD PURSUANT TO SECTION 8(D)(II) BELOW), FOR
REASONABLE TRAVEL EXPENSES INCURRED BY THE EXECUTIVE IN CONNECTION WITH HIS
COMMUTE BETWEEN HIS CURRENT PRIMARY RESIDENCE IN THE BOSTON, MASSACHUSETTS
METROPOLITAN AREA
AND HIS BUSINESS RESIDENCE DURING THE REIMBURSEMENT PERIOD,
SUBJECT TO THE EXECUTIVE'S PROVISION OF