OF THE PROGRAM, EXCEPT IN THE EVENT THAT THERE
HAS BEEN A JUDICIAL DETERMINATION OF WILLFUL MISCONDUCT ON THE PART OF THE
COMPANY, SUCH PERSON OR THE ADMINISTRATOR.
20.
THIS PROGRAM, AND ALL ACTIONS TAKEN HEREUNDER, SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF
MASSACHUSETTS, EXCEPT AS SUCH LAWS MAY BE SUPERSEDED BY ANY APPLICABLE FEDERAL
LAWS.
21.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN THE
EVENT OF A "CHANGE IN CONTROL," EACH PARTICIPANT SHALL HAVE THE RIGHT TO RECEIVE
A DISTRIBUTION, WITHIN 30 DAYS OF SUCH CHANGE IN CONTROL, OF ALL AMOUNTS
STANDING TO THE CREDIT OF HIS DEFERRED COMPENSATION ACCOUNT AS OF THE
DECEMBER 31 PRECEDING THE DATE OF THE CHANGE IN CONTROL, AS ADJUSTED FOR
EARNINGS AND LOSSES BASED ON THE TOTAL INVESTMENT RETURN OF THE PARTICIPANT'S
INVESTMENT CHOICE FROM JANUARY 1 OF THE YEAR OF THE CHANGE IN CONTROL UNTIL THE
ACTUAL DATE OF SUCH CHANGE IN CONTROL, IN ONE (1) LUMP SUM PAYMENT.
"CHANGE IN
CONTROL" SHALL MEAN A CHANGE IN THE OWNERSHIP OR EFFECTIVE CONTROL OF THE
COMPANY OR CHANGE IN THE OWNERSHIP OF A SUBSTANTIAL PORTION OF THE ASSETS OF THE
COMPANY WITHIN THE MEANING OF SECTION 409A OF THE CODE AND THE REGULATIONS
PROMULGATED THEREUNDER.
22.
THIS PROGRAM SHALL BE EFFECTIVE AS OF NOVEMBER 6, 1997.
5
23.
(A)
ALL CLAIMS FOR BENEFITS UNDER THIS PROGRAM SHALL BE
FILED IN WRITING WITH THE ADMINISTRATOR IN ACCORDANCE WITH SUCH PROCEDURES AS
THE ADMINISTRATOR SHALL REASONABLY ESTABLISH.
(B)
THE ADMINISTRATOR SHALL, WITHIN 90 DAYS OF SUBMISSION OF A CLAIM,
PROVIDE ADEQUATE NOTICE IN WRITING TO ANY CLAIMANT WHOSE CLAIM FOR BENEFITS
UNDER THE PROGRAM HAS BEEN DENIED.
SUCH NOTICE SHALL CONTAIN THE SPECIFIC
REASON OR REASONS FOR THE DENIAL AND REFERENCES TO SPECIFIC PROGRAM PROVISIONS
ON WHICH THE DENIAL IS BASED.
THE ADMINISTRATOR SHALL ALSO PROVIDE THE CLAIMANT
WITH A DESCRIPTION OF ANY MATERIAL OR INFORMATION WHICH IS NECESSARY IN ORDER
FOR THE CLAIMANT TO PERFECT HIS CLAIM AND AN EXPLANATION OF WHY SUCH INFORMATION
IS NECESSARY.
IF SPECIAL CIRCUMSTANCES REQUIRE AN EXTENSION OF TIME FOR
PROCESSING THE CLAIM, THE ADMINISTRATOR SHALL FURNISH THE CLAIMANT A WRITTEN
NOTICE OF SUCH EXTENSION PRIOR TO THE EXPIRATION OF THE 90-DAY PERIOD.
THE
EXTENSION NOTICE SHALL INDICATE THE REASONS FOR THE EXTENSION AND THE EXPECTED
DATE FOR A FINAL DECISION, WHICH DATE SHALL NOT BE MORE THAN 180 DAYS FROM THE
INITIAL CLAIM.
(C)
THE ADMINISTRATOR SHALL, UPON WRITTEN REQUEST BY A CLAIMANT WITHIN
60 DAYS OF RECEIPT OF THE NOTICE THAT HIS CLAIM HAS BEEN DENIED, AFFORD A
REASONABLE OPPORTUNITY TO SUCH CLAIMANT FOR A FULL AND FAIR REVIEW BY THE
ADMINISTRATOR OF THE DECISION DENYING THE CLAIM.
THE ADMINISTRATOR WILL AFFORD
THE CLAIMANT AN OPPORTUNITY TO REVIEW PERTINENT DOCUMENTS AND SUBMIT ISSUES AND
COMMENTS IN WRITING.
THE CLAIMANT SHALL HAVE THE RIGHT TO BE REPRESENTED.
(D)
THE ADMINISTRATOR SHALL, WITHIN 60 DAYS OF RECEIPT OF A REQUEST
FOR A REVIEW, RENDER A WRITTEN DECISION ON HIS