FURTHER, THE AMOUNT OF ANY PAYMENT
PROVIDED FOR IN THIS AGREEMENT SHALL NOT BE REDUCED BY ANY COMPENSATION EARNED
BY THE EXECUTIVE AS THE RESULT OF EMPLOYMENT BY ANOTHER EMPLOYER, BY RETIREMENT
BENEFITS, BY OFFSET AGAINST ANY AMOUNT CLAIMED TO BE OWED BY THE EXECUTIVE TO
THE EMPLOYERS OR OTHERWISE.
10.
ARBITRATION OF DISPUTES.
ANY CONTROVERSY OR
CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE BREACH THEREOF OR
OTHERWISE ARISING OUT OF THE EXECUTIVE'S EMPLOYMENT OR THE TERMINATION OF THAT
EMPLOYMENT (INCLUDING, WITHOUT LIMITATION, ANY CLAIMS OF UNLAWFUL EMPLOYMENT
DISCRIMINATION WHETHER BASED ON AGE OR OTHERWISE) SHALL, TO THE FULLEST EXTENT
PERMITTED BY LAW, BE SETTLED BY ARBITRATION IN ANY FORUM AND FORM AGREED UPON BY
THE PARTIES OR, IN THE ABSENCE OF SUCH AN AGREEMENT, UNDER THE AUSPICES OF THE
AMERICAN ARBITRATION ASSOCIATION ("AAA") IN BOSTON, MASSACHUSETTS IN ACCORDANCE
WITH THE EMPLOYMENT DISPUTE RESOLUTION RULES OF THE AAA, INCLUDING, BUT NOT
LIMITED TO, THE RULES AND PROCEDURES APPLICABLE TO THE SELECTION OF
ARBITRATORS.
IN THE EVENT THAT ANY PERSON OR ENTITY OTHER THAN THE EXECUTIVE OR
THE EMPLOYERS MAY BE A PARTY WITH REGARD TO ANY SUCH CONTROVERSY OR CLAIM, SUCH
CONTROVERSY OR CLAIM SHALL BE SUBMITTED TO ARBITRATION SUBJECT TO SUCH OTHER
PERSON OR ENTITY'S AGREEMENT.
JUDGMENT UPON THE AWARD RENDERED BY THE
ARBITRATOR MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF.
THIS
SECTION 10 SHALL BE SPECIFICALLY ENFORCEABLE. NOTWITHSTANDING THE FOREGOING,
THIS SECTION 10 SHALL NOT PRECLUDE EITHER PARTY FROM PURSUING A COURT ACTION FOR
THE SOLE PURPOSE OF OBTAINING A TEMPORARY RESTRAINING ORDER OR A PRELIMINARY
INJUNCTION IN CIRCUMSTANCES IN WHICH SUCH RELIEF IS APPROPRIATE; PROVIDED THAT
ANY OTHER RELIEF SHALL BE PURSUED THROUGH AN ARBITRATION PROCEEDING PURSUANT TO
THIS SECTION 10.
6
11.
CONSENT TO JURISDICTION.
TO THE EXTENT THAT
ANY COURT ACTION IS PERMITTED CONSISTENT WITH OR TO ENFORCE SECTION 10 OF THIS
AGREEMENT, THE PARTIES HEREBY CONSENT TO THE JURISDICTION OF THE SUPERIOR COURT
OF THE COMMONWEALTH OF MASSACHUSETTS AND THE UNITED STATES DISTRICT COURT FOR
THE DISTRICT OF MASSACHUSETTS.
ACCORDINGLY, WITH RESPECT TO ANY SUCH COURT
ACTION, THE EXECUTIVE (A) SUBMITS TO THE PERSONAL JURISDICTION OF SUCH COURTS;
(B) CONSENTS TO SERVICE OF PROCESS; AND (C) WAIVES ANY OTHER REQUIREMENT
(WHETHER IMPOSED BY STATUTE, RULE OF COURT, OR OTHERWISE) WITH RESPECT TO
PERSONAL JURISDICTION OR SERVICE OF PROCESS.
12.
INTEGRATION.
THIS AGREEMENT CONSTITUTES THE
ENTIRE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF
AND SUPERSEDES IN ALL RESPECTS ALL PRIOR AGREEMENTS BETWEEN THE PARTIES
CONCERNING SUCH SUBJECT MATTER.
13.
SUCCESSOR TO THE EXECUTIVE.
THIS AGREEMENT
SHALL INURE TO THE BENEFIT OF AND BE ENFORCEABLE BY THE EXECUTIVE'S PERSONAL
REPRESENTATIVES, EXECUTORS, ADMINISTRATORS, HEIRS, DISTRIBUTEES, DEVISEES AND
LEGATEES.
IN THE EVENT OF THE EXECUTIVE'S DEATH AFTER A TERMINATING EVENT BUT
PRIOR TO THE COMPLETION BY THE EMPLOYERS OF ALL PAYMENTS DUE HIM UNDER SECTION 4
OF THIS AGREEMENT, THE EMPLOYERS SHALL CONTINUE SUCH PAYMENTS TO THE EXECUTIVE'S
BENEFICIARY DESIGNATED IN WRITING TO THE EMPLOYERS PRIOR TO