TERMINATED BY THE COMPANY (OTHER THAN FOR CAUSE, DISABILITY OR
DEATH), OR THE EXECUTIVE TERMINATES EMPLOYMENT FOR GOOD REASON, WITHIN 24 MONTHS
FOLLOWING THE CHANGE IN CONTROL DATE, THE COMPANY SHALL PROVIDE OUTPLACEMENT
SERVICES THROUGH ONE OR MORE OUTSIDE FIRMS OF THE EXECUTIVE'S CHOOSING UP TO AN
AGGREGATE AMOUNT EQUAL TO 15 PERCENT OF THE EXECUTIVE'S ANNUAL BASE SALARY, WITH
SUCH SERVICES TO EXTEND UNTIL THE EARLIER OF (I) 12 MONTHS FOLLOWING THE
TERMINATION OF EXECUTIVE'S EMPLOYMENT OR (II) THE DATE THE EXECUTIVE SECURES
FULL TIME EMPLOYMENT.
4.6
SIX MONTH DELAY.
IF ANY PAYMENT,
COMPENSATION OR OTHER BENEFIT PROVIDED TO THE EXECUTIVE IN CONNECTION WITH HIS
EMPLOYMENT TERMINATION IS DETERMINED, IN WHOLE OR IN PART, TO CONSTITUTE
"NONQUALIFIED DEFERRED COMPENSATION" WITHIN THE MEANING OF SECTION 409A AND THE
EXECUTIVE IS A SPECIFIED EMPLOYEE AS DEFINED IN SECTION 409A(2)(B)(I), NO PART
OF SUCH PAYMENTS SHALL BE PAID BEFORE THE DAY THAT IS SIX (6) MONTHS PLUS ONE
(1) DAY AFTER THE DATE OF HIS TERMINATION (THE "NEW PAYMENT DATE").
IN THE CASE
OF WELFARE BENEFIT CONTINUATION, THE COMPANY SHALL USE ITS BEST EFFORTS TO
ENABLE EXECUTIVE TO OBTAIN SUCH BENEFITS AT EXECUTIVE'S EXPENSE PRIOR TO THE NEW
PAYMENT DATE.
THE AGGREGATE OF ANY PAYMENTS THAT OTHERWISE WOULD HAVE BEEN PAID
TO THE EXECUTIVE (OR ON EXECUTIVE'S BEHALF) DURING THE PERIOD BETWEEN THE DATE
OF HIS TERMINATION AND THE NEW PAYMENT DATE SHALL BE PAID TO THE EXECUTIVE IN A
LUMP SUM ON SUCH NEW PAYMENT DATE.
THEREAFTER, ANY PAYMENTS THAT REMAIN
OUTSTANDING AS OF THE DAY IMMEDIATELY FOLLOWING THE NEW PAYMENT DATE SHALL BE
PAID WITHOUT DELAY OVER THE TIME PERIOD ORIGINALLY SCHEDULED, IN ACCORDANCE WITH
THE TERMS OF THIS AGREEMENT.
5.
DISPUTES.
5.1
SETTLEMENT OF DISPUTES; ARBITRATION.
ALL
CLAIMS BY THE EXECUTIVE FOR BENEFITS UNDER THIS AGREEMENT SHALL BE DIRECTED TO
AND DETERMINED BY THE BOARD OF DIRECTORS OF THE COMPANY AND SHALL BE IN
WRITING.
ANY DENIAL BY THE BOARD OF DIRECTORS OF A CLAIM FOR BENEFITS UNDER
THIS AGREEMENT SHALL BE DELIVERED TO THE EXECUTIVE IN WRITING AND SHALL SET
FORTH THE SPECIFIC REASONS FOR THE DENIAL AND THE SPECIFIC PROVISIONS OF THIS
AGREEMENT RELIED UPON.
THE BOARD OF DIRECTORS 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,
IN
9
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 BY THE COMPANY OR OTHERS, OR ANY BONA FIDE CLAIM OR CONTEST BY
THE EXECUTIVE, REGARDING THE VALIDITY OR ENFORCEABILITY OF, OR LIABILITY UNDER,
ANY PROVISION OF THIS AGREEMENT OR ANY GUARANTEE OF