OF ANY ADDITIONAL INFORMATION OR MATERIAL NECESSARY
TO PERFECT THE CLAIM AND AN EXPLANATION OF WHY IT IS NECESSARY; AND
(III)
AN EXPLANATION OF THE CLAIMS REVIEW PROCEDURE INCLUDING ADVISING
THE CLAIMANT THAT HE MAY REQUEST THE OPPORTUNITY TO REVIEW PERTINENT PLAN
DOCUMENTS AND SUBMIT A STATEMENT OF ISSUES AND COMMENTS IN WRITING.
WITHIN 60 DAYS FOLLOWING RECEIPT OF NOTICE OF DENIAL OF A CLAIM, A CLAIMANT MAY
REQUEST A REVIEW OF SUCH DENIAL BY THE BOARD.
THE BOARD SHALL TAKE APPROPRIATE
STEPS TO REVIEW ITS DECISION IN LIGHT OF ANY FURTHER INFORMATION OR COMMENTS
SUBMITTED BY SUCH CLAIMANT.
THE BOARD SHALL RENDER A DECISION WITHIN 60 DAYS
AFTER CLAIMANT'S REQUEST FOR REVIEW AND SHALL ADVISE CLAIMANT IN WRITING OF ITS
DECISION ON SUCH REVIEW, SPECIFYING ITS REASONS FOR THE DECISION AND IDENTIFYING
APPROPRIATE PROVISIONS OF THE PLAN THAT SUPPORT THE BOARD'S DECISION. ANY OF THE
PERIODS SET FORTH HEREIN MAY BE EXTENDED BY THE BOARD UPON NOTICE TO THE
CLAIMANT OF THE EXTENSION AND THE REASON FOR THE EXTENSION IF NOTICE IS PROVIDED
PRIOR TO THE EXPIRATION OF SUCH PERIOD.
THE PROVISIONS OF
5
this Section 10(b) shall be interpreted and administered in a manner consistent
with the applicable provisions of Department of Labor Regulation
Section 2560.503-1.
(B)
NAMED FIDUCIARY AND PLAN ADMINISTRATOR.
THE
BOARD SHALL BE THE NAMED FIDUCIARY AND PLAN ADMINISTRATOR OF THIS PLAN.
11.
NOTICES.
FOR PURPOSES OF THIS PLAN, NOTICES
AND ALL OTHER COMMUNICATIONS PROVIDED FOR IN THIS AGREEMENT SHALL BE IN WRITING
AND SHALL BE DEEMED TO HAVE BEEN DULY GIVEN WHEN DELIVERED PERSONALLY OR MAILED
BY UNITED STATES REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, POSTAGE
PREPAID, OR BY NATIONALLY RECOGNIZED OVERNIGHT DELIVERY SERVICE, ADDRESSED TO
THE EXECUTIVE AT THE HOME ADDRESS SET FORTH IN THE COMPANY'S RECORDS, AND TO THE
COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS (ATTENTION: CHIEF EXECUTIVE OFFICER)
OR TO SUCH OTHER ADDRESS AS EITHER PARTY MAY HAVE FURNISHED TO THE OTHER IN
WRITING IN ACCORDANCE HEREWITH, EXCEPT THAT NOTICE OF CHANGE OF ADDRESS SHALL BE
EFFECTIVE ONLY UPON RECEIPT.
12.
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT
SHALL BE APPLICABLE TO, AND SHALL INURE TO THE BENEFIT OF, THE COMPANY AND THEIR
SUCCESSORS AND ASSIGNS AND TO THE EXECUTIVE AND HIS HEIRS, EXECUTORS,
ADMINISTRATORS AND PERSONAL REPRESENTATIVES.
13.
GOVERNING LAW.
THIS AGREEMENT SHALL
CONTINUE IN EFFECT AFTER TERMINATION OF MY EMPLOYMENT AND SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS
WITHOUT REGARD TO ITS CONFLICT OF LAWS PRINCIPLES, TO THE EXTENT NOT PREEMPTED
BY U.S. FEDERAL LAW.
14.
CONSENT TO JURISDICTION.
IN THE EVENT OF
ANY ALLEGED BREACH OF THIS AGREEMENT WHICH THE PARTIES ARE UNABLE TO SETTLE BY
MUTUAL CONSULTATION, THE COMPANY AND THE EXECUTIVE HEREBY CONSENT AND SUBMIT TO
ARBITRATION. SUCH ARBITRATION SHALL TAKE PLACE IN BOSTON, MASSACHUSETTS, UNLESS
THE PARTIES OTHERWISE MUTUALLY AGREE IN WRITING, IN ACCORDANCE WITH THE
EMPLOYMENT RULES OF THE AMERICAN ARBITRATION ASSOCIATION ("AAA") AND UNDER THE
LAWS OF THE COMMONWEALTH OF MASSACHUSETTS. UNLESS OTHERWISE