MENTAL IMPAIRMENT THAT WOULD ENTITLE EXECUTIVE TO LONG-TERM
DISABILITY BENEFITS UNDER THE COMPANY'S LONG-TERM DISABILITY PLAN THEN IN PLACE.
(H)
"EFFECTIVE DATE" SHALL MEAN THE DATE ON WHICH THE EXECUTIVE FIRST
COMMENCES EMPLOYMENT WITH THE COMPANY PURSUANT TO THIS AGREEMENT.
(I)
"GOOD REASON" SHALL MEAN ANY OF THE FOLLOWING EVENTS, IF SUCH
EVENTS OCCUR WITHOUT THE EXECUTIVE'S EXPRESS WRITTEN CONSENT:
(I)
THERE IS A MATERIAL REDUCTION IN THE EXECUTIVE'S BASE SALARY OR
TARGET INCENTIVE BONUS;
(II)
THERE IS A DIMINUTION OF THE EXECUTIVE'S DUTIES;
(III)
THE EXECUTIVE IS DEMOTED OR REMOVED FROM THE POSITION OF SENIOR
VICE PRESIDENT OF THE NORTHEAST REGION;
(IV)
THE EXECUTIVE IS RELOCATED TO A PRINCIPAL PLACE OF EMPLOYMENT
THAT IS MORE THEN 50 MILES FROM HIS/HER PRINCIPAL PLACE OF RESIDENCE; OR
(V)
THERE IS ANY OTHER MATERIAL BREACH OF THIS AGREEMENT WHICH IS NOT
CURED BY THE COMPANY WITHIN 30 DAYS FOLLOWING WRITTEN NOTICE DELIVERED BY THE
EXECUTIVE IN ACCORDANCE WITH THE PROVISIONS OF SECTION 22 OF THIS AGREEMENT.
(J)
"TARGET INCENTIVE BONUS" SHALL HAVE THE MEANING SET FORTH IN
SECTION 5 OF THIS AGREEMENT.
2
(K)
"TERM" SHALL MEAN THE PERIOD COMMENCING ON THE EFFECTIVE DATE AND
ENDING ON THE DATE EXECUTIVE'S EMPLOYMENT IS TERMINATED, IN ACCORDANCE WITH THE
PROVISIONS OF SECTION 9 OF THIS AGREEMENT.
2.
EMPLOYMENT.
THE COMPANY HEREBY CONTINUES TO EMPLOY THE
EXECUTIVE, AND THE EXECUTIVE HEREBY ACCEPTS SUCH TERMS OF EMPLOYMENT, ON THE
TERMS AND CONDITIONS SET FORTH HEREIN.
THE EXECUTIVE'S PRINCIPAL PLACE OF
EMPLOYMENT SHALL BE THE COMPANY'S EXECUTIVE OFFICES LOCATED IN 200 MINUTEMAN
PARK, ANDOVER, MA 01810, THOUGH EXECUTIVE ACKNOWLEDGES THAT HE/SHE MAY BE
REQUIRED TO TRAVEL FROM TIME TO TIME FOR BUSINESS REASONS.
3.
POSITION, DUTIES AND RESPONSIBILITIES.
(A)
DURING THE TERM, THE EXECUTIVE SHALL SERVE AS SENIOR VICE
PRESIDENT OF
THE NORTHEAST REGION OF THE COMPANY, WITH SUCH DUTIES AND
RESPONSIBILITIES AS ARE CUSTOMARILY INCIDENT TO HIS/HER POSITION.
THE EXECUTIVE
SHALL PERFORM SUCH DUTIES AND CARRY OUT SUCH RESPONSIBILITIES AS MAY BE
DETERMINED FROM TIME TO TIME BY THE COMPANY.
THE EXECUTIVE SHALL DEVOTE ALL OF
HIS/HER BUSINESS TIME, ATTENTION AND SKILL TO THE PERFORMANCE OF SUCH DUTIES AND
RESPONSIBILITIES, AND SHALL USE HIS/HER BEST EFFORTS TO PROMOTE THE INTERESTS OF
THE COMPANY AND ITS AFFILIATES.
(B)
THE EXECUTIVE SHALL NOT BE PRECLUDED FROM (I) SERVING ON THE
BOARDS OF DIRECTORS OTHER COMPANIES THAT DO NOT COMPETE WITH THE COMPANY, TRADE
ASSOCIATIONS AND/OR CHARITABLE ORGANIZATIONS, SUBJECT TO THE REASONABLE APPROVAL
OF THE CHIEF EXECUTIVE OFFICER, (II) ENGAGING IN CHARITABLE ACTIVITIES AND
COMMUNITY AFFAIRS, AND (III) MANAGING HIS/HER PERSONAL INVESTMENTS AND AFFAIRS,
PROVIDED THAT SUCH ACTIVITIES DO NOT MATERIALLY INTERFERE WITH THE PROPER
PERFORMANCE OF HIS/HER DUTIES AND RESPONSIBILITIES TO THE COMPANY.
NOTWITHSTANDING THE FOREGOING, THE EXECUTIVE SHALL NOT ENGAGE IN ANY BUSINESS
ACTIVITY WHICH IS IN VIOLATION OF THE CODE OF ETHICS.
4.
BASE SALARY.
DURING THE TERM, THE EXECUTIVE SHALL BE PAID AN
ANNUALIZED SALARY OF $260,000, SUBJECT TO PERIODIC REVIEW, WHICH AMOUNT MAY BE
INCREASED BUT NOT DECREASED (THE "BASE SALARY").
5.
ANNUAL