FOR ANY REASON.
10.
NOTICES.
ANY NOTICES DELIVERED UNDER THIS
AGREEMENT SHALL BE DEEMED DULY DELIVERED THREE (3) BUSINESS DAYS AFTER IT IS
SENT BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID,
OR ONE (1) BUSINESS DAY AFTER IT IS SENT FOR NEXT-BUSINESS DAY DELIVERY VIA A
REPUTABLE NATIONWIDE OVERNIGHT COURIER SERVICE, IN EACH CASE TO THE ADDRESS OF
THE RECIPIENT SET FORTH IN THE INTRODUCTORY PARAGRAPH HERETO.
EITHER PARTY MAY
CHANGE THE ADDRESS TO WHICH NOTICES ARE TO BE DELIVERED BY GIVING NOTICE OF SUCH
CHANGE TO THE OTHER PARTY IN THE MANNER SET FORTH IN THIS SECTION 10.
11.
COMPLIANCE WITH CODE SECTION 409A.
IT IS
INTENDED THAT THIS AGREEMENT COMPLY WITH OR BE EXEMPT FROM THE REQUIREMENTS OF
SECTIONS 409A(A)(2) THROUGH (4) OF
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THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND ALL REGULATIONS ISSUED
THEREUNDER.
THE AGREEMENT SHALL BE INTERPRETED AND ADMINISTERED FOR ALL
PURPOSES IN ACCORDANCE WITH THIS INTENT AND MAY BE AMENDED BY THE COMPANY,
FOLLOWING CONSULTATION WITH EXECUTIVE AND EXECUTIVE'S LEGAL AND TAX ADVISORS, AT
ANY TIME IF SUCH AMENDMENT IS DEEMED NECESSARY TO SATISFY THIS INTENT.
12.
PRONOUNS.
WHENEVER THE CONTEXT MAY REQUIRE,
ANY PRONOUNS USED IN THIS AGREEMENT SHALL INCLUDE THE CORRESPONDING MASCULINE,
FEMININE OR NEUTER FORMS, AND THE SINGULAR FORMS OF NOUNS AND PRONOUNS SHALL
INCLUDE THE PLURAL, AND VICE VERSA.
13.
ENTIRE AGREEMENT.
THIS AGREEMENT, TOGETHER
WITH THE ERA, CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES AND
SUPERSEDES ALL PRIOR AGREEMENTS AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL,
RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.
14.
AMENDMENT.
THIS AGREEMENT MAY BE AMENDED OR
MODIFIED ONLY BY A WRITTEN INSTRUMENT EXECUTED BY BOTH THE COMPANY AND THE
EXECUTIVE.
15.
GOVERNING LAW.
THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF
MASSACHUSETTS (WITHOUT REFERENCE TO THE CONFLICT OF LAWS PROVISIONS THEREOF).
ANY ACTION, SUIT OR OTHER LEGAL PROCEEDING ARISING UNDER OR RELATING TO ANY
PROVISION OF THIS AGREEMENT SHALL BE COMMENCED ONLY IN A COURT OF THE
COMMONWEALTH OF MASSACHUSETTS (OR, IF APPROPRIATE, A FEDERAL COURT LOCATED
WITHIN THE COMMONWEALTH OF MASSACHUSETTS), AND THE COMPANY AND THE EXECUTIVE
EACH CONSENTS TO THE JURISDICTION OF SUCH A COURT.
THE COMPANY AND THE
EXECUTIVE EACH HEREBY IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY
ACTION, SUIT OR OTHER LEGAL PROCEEDING ARISING UNDER OR RELATING TO ANY
PROVISION OF THIS AGREEMENT OR ANY OTHER DEALING BETWEEN
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THEM RELATING TO THE SUBJECT MATTER OF THIS TRANSACTION AND THE RELATIONSHIP
THAT IS BEING ESTABLISHED.
16.
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT
SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF BOTH PARTIES AND THEIR
RESPECTIVE SUCCESSORS AND ASSIGNS, INCLUDING ANY CORPORATION WITH WHICH OR INTO
WHICH THE COMPANY MAY BE MERGED OR WHICH MAY SUCCEED TO ITS ASSETS OR BUSINESS;
PROVIDED, HOWEVER, THAT THE OBLIGATIONS OF THE EXECUTIVE ARE PERSONAL AND SHALL
NOT BE ASSIGNED BY HIM.
17.
ACKNOWLEDGMENT.
THE EXECUTIVE STATES AND
REPRESENTS THAT HE HAS HAD AN