TERMINATED BY
THE COMPANY (OTHER THAN FOR CAUSE, DISABILITY OR DEATH), OR THE EXECUTIVE
TERMINATES EMPLOYMENT FOR GOOD REASON, WITHIN 24 MONTHS FOLLOWING THE CHANGE IN
CONTROL DATE, THE COMPANY SHALL PROVIDE OUTPLACEMENT SERVICES THROUGH ONE OR
MORE OUTSIDE FIRMS OF THE EXECUTIVE'S CHOOSING UP TO AN AGGREGATE AMOUNT EQUAL
TO 15 PERCENT OF THE EXECUTIVE'S ANNUAL BASE SALARY, WITH SUCH SERVICES TO
EXTEND UNTIL THE EARLIER OF (I) 12 MONTHS FOLLOWING THE TERMINATION OF
EXECUTIVE'S EMPLOYMENT OR (II) THE DATE THE EXECUTIVE SECURES FULL TIME
EMPLOYMENT.
4.6
SIX MONTH DELAY. IF ANY PAYMENT, COMPENSATION OR OTHER BENEFIT
PROVIDED TO THE EXECUTIVE IN CONNECTION WITH HIS EMPLOYMENT TERMINATION IS
DETERMINED, IN WHOLE OR IN PART, TO CONSTITUTE "NONQUALIFIED DEFERRED
COMPENSATION" WITHIN THE MEANING OF SECTION 409A AND THE EXECUTIVE IS A
SPECIFIED EMPLOYEE AS DEFINED IN SECTION 409A(2)(B)(I), NO PART OF SUCH PAYMENTS
SHALL BE PAID BEFORE THE DAY THAT IS SIX (6) MONTHS PLUS ONE (1) DAY AFTER THE
DATE OF HIS TERMINATION (THE "NEW PAYMENT DATE"). IN THE CASE OF WELFARE BENEFIT
CONTINUATION, THE COMPANY SHALL USE ITS BEST EFFORTS TO ENABLE EXECUTIVE TO
OBTAIN SUCH BENEFITS AT EXECUTIVE'S EXPENSE PRIOR TO THE NEW PAYMENT DATE. THE
AGGREGATE OF ANY PAYMENTS THAT OTHERWISE WOULD HAVE BEEN PAID TO THE EXECUTIVE
(OR ON EXECUTIVE'S BEHALF) DURING THE PERIOD BETWEEN THE DATE OF HIS TERMINATION
AND THE NEW PAYMENT DATE SHALL BE PAID TO THE EXECUTIVE IN A LUMP SUM ON SUCH
NEW PAYMENT DATE. THEREAFTER, ANY PAYMENTS THAT REMAIN OUTSTANDING AS OF THE DAY
IMMEDIATELY FOLLOWING THE NEW PAYMENT DATE SHALL BE PAID WITHOUT DELAY OVER THE
TIME PERIOD ORIGINALLY SCHEDULED, IN ACCORDANCE WITH THE TERMS OF THIS
AGREEMENT.
5.
DISPUTES.
5.1
SETTLEMENT OF DISPUTES; ARBITRATION. ALL CLAIMS BY THE EXECUTIVE
FOR BENEFITS UNDER THIS AGREEMENT SHALL BE DIRECTED TO AND DETERMINED BY THE
BOARD OF DIRECTORS OF THE COMPANY AND SHALL BE IN WRITING. ANY DENIAL BY THE
BOARD OF DIRECTORS OF A CLAIM FOR BENEFITS UNDER THIS AGREEMENT SHALL BE
DELIVERED TO THE EXECUTIVE IN WRITING AND SHALL SET FORTH THE SPECIFIC REASONS
FOR THE DENIAL AND THE SPECIFIC PROVISIONS OF THIS AGREEMENT RELIED UPON. THE
BOARD OF DIRECTORS SHALL AFFORD A REASONABLE OPPORTUNITY TO THE EXECUTIVE FOR A
REVIEW OF THE DECISION DENYING A CLAIM. ANY FURTHER DISPUTE OR CONTROVERSY
ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE SETTLED EXCLUSIVELY
BY ARBITRATION IN BOSTON, MASSACHUSETTS, IN
9
ACCORDANCE WITH THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION THEN IN
EFFECT. JUDGMENT MAY BE ENTERED ON THE ARBITRATOR'S AWARD IN ANY COURT HAVING
JURISDICTION.
5.2
EXPENSES. THE COMPANY AGREES TO PAY AS INCURRED, TO THE FULL
EXTENT PERMITTED BY LAW, ALL LEGAL, ACCOUNTING AND OTHER FEES AND EXPENSES WHICH
THE EXECUTIVE MAY REASONABLY INCUR AS A RESULT OF ANY CLAIM OR CONTEST BY THE
COMPANY OR OTHERS, OR ANY BONA FIDE CLAIM OR CONTEST BY THE EXECUTIVE, REGARDING
THE VALIDITY OR ENFORCEABILITY OF, OR LIABILITY UNDER, ANY PROVISION OF THIS
AGREEMENT OR ANY GUARANTEE OF