TO THE EXECUTION OF THIS
AGREEMENT.
7.
WITHHOLDING. IN THE EVENT THAT PRIOR TO ANY APPLICABLE RSU
VESTING DATE HEREUNDER THE PARTICIPANT HAS NOT PROVIDED THE COMPANY WITH WRITTEN
NOTICE (WHICH MAY BE BY WRITTEN NOTICE OR BY AN ELECTION MADE VIA THE WEBSITE
OPERATED BY THE ADMINISTRATOR) (THE "PAYMENT NOTICE") AT LEAST FIVE (5) BUSINESS
DAYS PRIOR TO THAT RSU VESTING DATE TO THE EFFECT THAT THE PARTICIPANT WILL
PROVIDE THE COMPANY PAYMENT OF THE AMOUNT, IF ANY, DEEMED NECESSARY BY THE
COMPANY IN ITS REASONABLE DISCRETION TO ENABLE THE COMPANY AND ITS AFFILIATES TO
SATISFY THE MINIMUM FEDERAL, FOREIGN OR OTHER TAX WITHHOLDING OR SIMILAR
OBLIGATIONS OF THE COMPANY AND ITS AFFILIATES WITH RESPECT TO THE SHARES OF
COMMON STOCK (AND/OR ANY OTHER ITEMS WHICH MAY BE DISTRIBUTABLE TO THE
PARTICIPANT ON THE RSU VESTING DATE PURSUANT TO SECTION 3 HEREOF), OR IN THE
EVENT THE PARTICIPANT PROVIDES THE PAYMENT NOTICE BUT DOES NOT DELIVER PAYMENT
OF THE
3
APPROPRIATE AMOUNT TO THE COMPANY ON THE RSU VESTING DATE, THEN THE COMPANY
SHALL SATISFY THE MINIMUM FEDERAL, FOREIGN OR OTHER TAX WITHHOLDING OR SIMILAR
OBLIGATION OF THE COMPANY AND ITS AFFILIATES WITH RESPECT TO SUCH VESTING BY
WITHHOLDING THE NUMBER OF WHOLE SHARES OF COMMON STOCK ON AND VALUED AS OF THE
APPLICABLE RSU VESTING DATE (AND/OR OTHER ITEMS WHICH MAY BE DISTRIBUTABLE TO
THE PARTICIPANT ON THE RSU VESTING DATE PURSUANT TO SECTION 3 HEREOF) SUFFICIENT
TO SATISFY SUCH MINIMUM WITHHOLDING AND OTHER OBLIGATIONS.
8.
NOTICES. ALL NOTICES OR OTHER COMMUNICATIONS TO BE GIVEN OR
DELIVERED IN CONNECTION WITH THIS AGREEMENT SHALL BE EITHER IN ELECTRONIC FORMAT
OR IN WRITING AND SHALL BE DEEMED TO HAVE BEEN PROPERLY SERVED IF DELIVERED
ELECTRONICALLY, PERSONALLY, BY COURIER, OR BY CERTIFIED OR REGISTERED MAIL,
RETURN RECEIPT REQUESTED AND FIRST CLASS POSTAGE PREPAID, IN THE CASE OF NOTICES
TO THE COMPANY, TO THE ATTENTION OF DIRECTOR OF HUMAN RESOURCES, AT THE
COMPANY'S OFFICES AT 5 CLOCK TOWER PLACE, SUITE 500, MAYNARD, MA 01754 AND IN
THE CASE OF NOTICES TO THE PARTICIPANT, TO THE PARTICIPANT'S LAST KNOWN ADDRESS
(AS NOTED IN THE PARTICIPANT'S PERSONNEL FILE) OR SUCH OTHER ADDRESSES
(INCLUDING ANY ELECTRONIC EMAIL ADDRESSES) AS THE RECIPIENT PARTY HAS SPECIFIED
BY PRIOR WRITTEN NOTICE TO THE SENDING PARTY. ALL SUCH NOTICES AND
COMMUNICATIONS SHALL BE DEEMED RECEIVED UPON THE ACTUAL DELIVERY THEREOF IN
ACCORDANCE WITH THE FOREGOING.
9.
BINDING EFFECT; HEADINGS; STATUS.
THIS AGREEMENT SHALL BE
BINDING UPON AND SHALL INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR
RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS.
THE SUBJECT HEADINGS OF SECTIONS
ARE INCLUDED FOR THE PURPOSE OF CONVENIENCE ONLY AND SHALL NOT AFFECT THE
CONSTRUCTION OR INTERPRETATION OF ANY OF THE PROVISIONS OF THIS AGREEMENT.
THE
PARTICIPANT'S RIGHTS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, RIGHTS
TO RSUS, SHALL AT ALL TIMES THAT SUCH RIGHTS EXIST REPRESENT A GENERAL
OBLIGATION OF THE COMPANY. THE PARTICIPANT SHALL BE A GENERAL CREDITOR OF THE
COMPANY WITH RESPECT THERETO AND SHALL NOT HAVE A SECURED