KADANT INC
AMENDED AND RESTATED EXECUTIVE RETENTION AGREEMENT
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>2
<FILENAME>dex102.htm
<DESCRIPTION>AMENDED AND RESTATED EXECUTIVE RETENTION AGREEMENT
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<TITLE>Amended and Restated Executive Retention Agreement</TITLE>
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 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="right"><FONT FACE="Times New Roman" SIZE="2"><B>Exhibit 10.2 </B></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT
FACE="Times New Roman" SIZE="2"><B><U>AMENDED AND RESTATED EXECUTIVE RETENTION AGREEMENT </U></B></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">THIS AMENDED AND RESTATED EXECUTIVE RETENTION AGREEMENT
by and between K&#256;DANT INC., a Delaware corporation (the &#147;Company&#148;), and <B>William A. Rainville</B> (the &#147;Executive&#148;) is made as of December&nbsp;9, 2008 (the &#147;Effective Date&#148;). </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">WHEREAS, the Company and the Executive are parties to that certain Executive Retention Agreement dated as of August&nbsp;8, 2001, as amended and restated
effective as of December&nbsp;5, 2006 (the &#147;Original Agreement&#148;); </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">WHEREAS, the Board of Directors of the Company (the
&#147;Board&#148;) recognizes that, as is the case with many publicly-held corporations, the possibility of a change in control of the Company exists and that such possibility, and the uncertainty and questions which it may raise among key
personnel, may result in the departure or distraction of key personnel to the detriment of the Company and its stockholders; </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">WHEREAS, the
Board has determined that appropriate steps should be taken to reinforce and encourage the continued employment and dedication of the Company&#146;s key personnel without distraction from the possibility of a change in control of the Company and
related events and circumstances; and </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">WHEREAS, the Board and the Executive intend that the Original Agreement comply with the provisions
of Section&nbsp;409A of the Internal Revenue Code (the &#147;Code&#148;) and for that purpose desire to amend and restate the Original Agreement; and </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">NOW, THEREFORE, as an inducement for and in consideration of the Executive remaining in the Company&#146;s employ, the Executive and the Company agree as follows: </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">1. <U>Key Definitions</U>. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">As used herein,
the following terms shall have the following respective meanings: </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">1.1 &#147;<U>Change in Control</U>&#148; means an event or occurrence set
forth in any one or more of subsections (a)&nbsp;through (d)&nbsp;below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection): </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; text-indent:13%"><FONT FACE="Times New Roman" SIZE="2">(a) the acquisition by an individual, entity or group (within the meaning of Section&nbsp;13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as
amended (the &#147;Exchange Act&#148;)) (a &#147;Person&#148;) of beneficial ownership of any capital stock of the Company if, after such acquisition, such Person beneficially owns (within the meaning of Rule 13d-3 promulgated under the Exchange
Act) 20% or more of either (i)&nbsp;the then-outstanding shares of common stock of the Company (the &#147;Outstanding </FONT>
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<FONT FACE="Times New Roman" SIZE="2">Company Common Stock&#148;) or (ii)&nbsp;the combined voting power of the then-outstanding securities of the Company entitled to vote generally in the
election of directors (the &#147;Outstanding Company Voting Securities&#148;); <U>provided</U>, <U>however</U>, that for purposes of this subsection (a), the following acquisitions shall not constitute a Change in Control: (i)&nbsp;any acquisition
by the Company, (ii)&nbsp;any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (iii)&nbsp;any acquisition by any corporation pursuant to a transaction
which complies with clauses (i)&nbsp;and (ii)&nbsp;of subsection (c)&nbsp;of this Section&nbsp;1.1; or </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:13%"><FONT FACE="Times New Roman" SIZE="2">(b) such time as the Continuing
Directors (as defined below) do not constitute a majority of the Board (or, if applicable, the Board of Directors of a successor corporation to the Company), where the term &#147;Continuing Director&#148; means at any date a member of the Board
(i)&nbsp;who was a member of the Board on the date of the execution of this Agreement or (ii)&nbsp;who was nominated or elected subsequent to such date by at least a majority of the directors who were Continuing Directors at the time of such
nomination or election or whose election to the Board was recommended or endorsed by at least a majority of the directors who were Continuing Directors at the time of such nomination or election; <U>provided</U>, <U>however</U>, that there shall be
excluded from this clause (ii)&nbsp;any individual whose initial assumption of office occurred as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of
proxies or consents, by or on behalf of a person other than the Board; or </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:13%"><FONT FACE="Times New Roman" SIZE="2">(c) the consummation of a merger, consolidation,
reorganization, recapitalization or statutory share exchange involving the Company or a sale or other disposition of all or substantially all of the assets of the Company in one or a series of transactions (a &#147;Business Combination&#148;),
unless, immediately following such Business Combination, each of the following two conditions is satisfied: (i)&nbsp;all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Common Stock and
Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 80% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding
securities entitled to vote generally in the election of directors, respectively, of the resulting or acquiring corporation in such Business Combination (which shall include, without limitation, a corporation which as a result of such transaction
owns the Company or substantially all of the Company&#146;s assets either directly or through one or more subsidiaries) (such resulting or acquiring corporation is referred to herein as the &#147;Acquiring Corporation&#148;) in substantially the
same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, respectively; and (ii)&nbsp;no Person (excluding the Acquiring Corporation or any
employee benefit plan (or related trust) maintained or sponsored by the Company or by the Acquiring Corporation) beneficially owns, directly or indirectly, 20% or more of the then outstanding shares of common stock of the Acquiring Corporation, or
of the combined voting power of the then-outstanding securities of such corporation entitled to vote generally in the election of directors; or </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:13%"><FONT FACE="Times New Roman" SIZE="2">(d) approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.
</FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">1.2 &#147;<U>Change in Control Date</U>&#148; means the first date during the Term (as defined in Section&nbsp;2) on which a Change in
Control occurs. Anything in this Agreement to the contrary notwithstanding, if (a)&nbsp;a Change in Control occurs, (b)&nbsp;the Executive&#146;s employment with the Company is terminated prior to the date on which the Change in Control occurs, and
(c)&nbsp;it is reasonably demonstrated by the Executive that such termination of employment (i)&nbsp;was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control or (ii)&nbsp;otherwise arose in
connection with or in anticipation of a Change in Control, then for all purposes of this Agreement the &#147;Change in Control Date&#148; shall mean the date immediately prior to the date of such termination of employment. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">1.3 &#147;<U>Cause</U>&#148; means the Executive&#146;s willful engagement in illegal conduct or gross misconduct after the Change in Control Date which
is materially and demonstrably injurious to the Company. For purposes of this Section&nbsp;1.3, no act or failure to act by the Executive shall be considered &#147;willful&#148; unless it is done, or omitted to be done, in bad faith and without
reasonable belief that the Executive&#146;s action or omission was in the best interests of the Company. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">1.4 &#147;<U>Good
Reason</U>&#148; means the occurrence, without the Executive&#146;s written consent, of any of the events or circumstances set forth in clauses (a)&nbsp;through (g)&nbsp;below on or after the Change in Control Date. Notwithstanding the occurrence of
any such event or circumstance, such occurrence shall not be deemed to constitute Good Reason if, prior to the Date of Termination specified in the Notice of Termination (each as defined in Section&nbsp;3.2(a)) given by the Executive in respect
thereof, such event or circumstance has been fully corrected within 30 days after notice thereof and the Executive has been reasonably compensated for any losses or damages resulting therefrom. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:13%"><FONT FACE="Times New Roman" SIZE="2">(a) the assignment to the Executive of duties inconsistent in any material respect with the Executive&#146;s position (including status, offices, titles
and reporting requirements, including but not limited to a change in any of the foregoing that results in the Executive no longer being an officer of a public company), authority or responsibilities in effect immediately prior to the earliest to
occur of (i)&nbsp;the Change in Control Date, (ii)&nbsp;the date of the execution by the Company of the initial written agreement or instrument providing for the Change in Control or (iii)&nbsp;the date of the adoption by the Board of Directors of a
resolution providing for the Change in Control (with the earliest to occur of such dates referred to herein as the &#147;Measurement Date&#148;) or a material diminution in such position, authority or responsibilities; </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:13%"><FONT FACE="Times New Roman" SIZE="2">(b) a reduction in the Executive&#146;s annual base salary as in effect on the Measurement Date or as the same was or may be increased thereafter from
time to time; </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:13%"><FONT FACE="Times New Roman" SIZE="2">(c) the failure by the Company to (i)&nbsp;continue in effect any material compensation or benefit plan
or program (including without limitation any life insurance, medical, health and accident or disability plan and any vacation or automobile program or policy) (a &#147;Benefit Plan&#148;) in which the Executive participates or which is applicable to
the Executive immediately prior to the Measurement Date, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan or program, (ii)&nbsp;continue the Executive&#146;s
participation therein (or in such substitute or alternative plan) on a basis not materially less favorable than the basis existing immediately prior to the Measurement Date (iii)&nbsp;award cash bonuses to the Executive in amounts and in a manner
substantially consistent with past practice in light of the Company&#146;s financial performance or (iv)&nbsp;continue to provide any material fringe benefit enjoyed by Executive immediately prior to the Measurement Date; </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:13%"><FONT FACE="Times New Roman" SIZE="2">(d) a change by the Company in the location at which the Executive performs his or her principal duties for the Company to a new location that is both
(i)&nbsp;outside a radius of 50 miles from the Executive&#146;s principal residence immediately prior to the Measurement Date and (ii)&nbsp;more than 30 miles from the location at which the Executive performed his or her principal duties for the
Company immediately prior to the Measurement Date; or a requirement by the Company that the Executive travel on Company business to a substantially greater extent than required immediately prior to the Measurement Date; </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:13%"><FONT FACE="Times New Roman" SIZE="2">(e) the failure of the Company to obtain the agreement from any successor to the Company to assume and agree to perform this Agreement, as required by
Section&nbsp;6.1; </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:13%"><FONT FACE="Times New Roman" SIZE="2">(f) a material breach of this Agreement; or </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:13%"><FONT FACE="Times New Roman" SIZE="2">(g) any failure of the Company to pay or provide to the Executive any portion of the Executive&#146;s compensation or benefits due under any Benefit
Plan within seven days of the date such compensation or benefits are due, or any material breach by the Company of this Agreement or any employment agreement with the Executive. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">The Executive&#146;s right to terminate his or her employment for Good Reason shall not be affected by the Executive&#146;s incapacity due to physical or
mental illness. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">1.5 &#147;<U>Disability</U>&#148; means the Executive&#146;s absence from the full-time performance of the
Executive&#146;s duties with the Company for 180 consecutive calendar days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and
acceptable to the Executive or the Executive&#146;s legal representative. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">2. <U>Term of Agreement</U>. This Agreement, and all rights and
obligations of the parties hereunder, shall take effect upon the Effective Date and shall expire upon the first </FONT>
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<FONT FACE="Times New Roman" SIZE="2">to occur of (a)&nbsp;the expiration of the Term (as defined below) if a Change in Control has not occurred during the Term, (b)&nbsp;the date 24 months after
the Change in Control Date, if the Executive is still employed by the Company as of such later date, or (c)&nbsp;the fulfillment by the Company of all of its obligations under Sections 4 and 5.2 if the Executive&#146;s employment with the Company
terminates within 24 months following the Change in Control Date. &#147;Term&#148; shall mean the period commencing as of the Effective Date and continuing in effect through December&nbsp;31, 2011; <U>provided</U>, <U>however</U>, that commencing on
January&nbsp;1, 2012 and each January&nbsp;1, thereafter, the Term shall be automatically extended for one additional year unless, not later than 90 days prior to the scheduled expiration of the Term (or any extension thereof), the Company shall
have given the Executive written notice that the Term will not be extended. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">3. <U>Employment Status; Termination Following Change in
Control</U>. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">3.1 <U>Not an Employment Contract</U>. The Executive acknowledges that this Agreement does not constitute a contract of
employment or impose on the Company any obligation to retain the Executive as an employee and that this Agreement does not prevent the Executive from terminating employment at any time. If the Executive&#146;s employment with the Company terminates
for any reason and subsequently a Change in Control shall occur, the Executive shall not be entitled to any benefits hereunder except as otherwise provided pursuant to Section&nbsp;1.2. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">3.2 <U>Termination of Employment</U>. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:13%"><FONT FACE="Times New Roman" SIZE="2">(a)
If the Change in Control Date occurs during the Term, any termination of the Executive&#146;s employment by the Company or by the Executive within 24 months following the Change in Control Date (other than due to the death of the Executive) shall be
communicated by a written notice to the other party hereto (the &#147;Notice of Termination&#148;), given in accordance with Section&nbsp;7. Any Notice of Termination shall: (i)&nbsp;indicate the specific termination provision (if any) of this
Agreement relied upon by the party giving such notice, (ii)&nbsp;to the extent applicable, set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive&#146;s employment under the provision
so indicated and (iii)&nbsp;specify the Date of Termination (as defined below). The effective date of an employment termination (the &#147;Date of Termination&#148;) shall be the close of business on the date specified in the Notice of Termination
(which date may not be less than 15 days or more than 120 days after the date of delivery of such Notice of Termination), in the case of a termination other than one due to the Executive&#146;s death, or the date of the Executive&#146;s death, as
the case may be. In the event the Company fails to satisfy the requirements of Section&nbsp;3.2(a) regarding a Notice of Termination, the purported termination of the Executive&#146;s employment pursuant to such Notice of Termination shall not be
effective for purposes of this Agreement. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:13%"><FONT FACE="Times New Roman" SIZE="2">(b) The failure by the Executive or the Company to set forth in the Notice of Termination any
fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company, </FONT>
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<FONT FACE="Times New Roman" SIZE="2">respectively, hereunder or preclude the Executive or the Company, respectively, from asserting any such fact or circumstance in enforcing the
Executive&#146;s or the Company&#146;s rights hereunder. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:13%"><FONT FACE="Times New Roman" SIZE="2">(c) Any Notice of Termination for Cause given by the Company must be given
within 90 days of the occurrence of the event(s) or circumstance(s) that constitute(s) Cause. Prior to any Notice of Termination for Cause being given (and prior to any termination for Cause being effective), the Executive shall be entitled to a
hearing before the Board of Directors of the Company at which the Executive may, at the Executive&#146;s election, be represented by counsel and at which the Executive shall have a reasonable opportunity to be heard. Such hearing shall be held on
not less than 15 days prior written notice to the Executive stating the Board of Directors&#146; intention to terminate the Executive for Cause and stating in detail the particular event(s) or circumstance(s) that the Board of Directors believes
constitutes Cause for termination. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:13%"><FONT FACE="Times New Roman" SIZE="2">(d) Any Notice of Termination for Good Reason given by the Executive must be given within 90 days of
the first occurrence of the event(s) or circumstance(s) that constitute(s) Good Reason<I>.</I> </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">4. <U>Benefits to Executive</U>.
</FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">4.1 <U>Stock Acceleration</U>. If the Change in Control Date occurs during the Term, then, effective upon the Change in Control Date,
(a)&nbsp;each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall become immediately exercisable in full and will no longer be subject to a right of repurchase by the Company and (b)&nbsp;each outstanding
restricted stock award shall be deemed to be fully vested and will no longer be subject to a right of repurchase by the Company. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">4.2
<U>Compensation</U>. If the Change in Control Date occurs during the Term and the Executive&#146;s employment with the Company terminates within 24 months following the Change in Control Date, the Executive shall be entitled to the following
benefits: </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:13%"><FONT FACE="Times New Roman" SIZE="2">(a) <U>Termination Without Cause or for Good Reason</U>. If the Executive&#146;s employment with the Company is terminated by
the Company (other than for Cause, Disability or Death) or by the Executive for Good Reason within 24 months following the Change in Control Date, then the Executive shall be entitled to the following benefits: </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; text-indent:17%"><FONT FACE="Times New Roman" SIZE="2">(i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts:
</FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:21%"><FONT FACE="Times New Roman" SIZE="2">(1) the sum of (A)&nbsp;the Executive&#146;s base salary through the Date of Termination, (B)&nbsp;the annual bonus paid or payable
(including any bonus or portion thereof which has been earned but deferred) for the most recently </FONT>
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<FONT FACE="Times New Roman" SIZE="2">completed fiscal year (if such bonus has not yet been paid), (C)&nbsp;the product of (x)&nbsp;the greater of (I)&nbsp;the annual bonus paid or payable to the
Executive (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (II) the Executive&#146;s target or reference bonus for the fiscal year in which the Date of Termination took place
and (y)&nbsp;a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (D)&nbsp;the amount of any compensation previously deferred by the Executive
(together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), (C)&nbsp;and (D)&nbsp;shall be hereinafter referred to as
the &#147;Accrued Obligations&#148;); and </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:21%"><FONT FACE="Times New Roman" SIZE="2">(2) the amount equal to (A)&nbsp;three multiplied by (b)&nbsp;the sum of (x)&nbsp;the
Executive&#146;s highest annual base salary in any twelve-month period (on a rolling basis) during the five-year period prior to the Change in Control Date and (y)&nbsp;the greater of (I)&nbsp;the Executive&#146;s highest annual bonus in any
twelve-month period (on a rolling basis) during the five-year period prior to the Change in Control Date and (II) the Executive&#146;s target or reference bonus for the fiscal year in which the Change in Control took place. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:17%"><FONT FACE="Times New Roman" SIZE="2">(ii) for three years after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or
policy, the Company shall continue to provide benefits (including, without limitation, automobile, retirement, medical, dental, life insurance and disability benefits) to the Executive and the Executive&#146;s family at least equal to those which
would have been provided to them if the Executive&#146;s employment had not been terminated, in accordance with the applicable benefit plans in effect on the Measurement Date or, if more favorable to the Executive and the Executive&#146;s family, in
effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; <U>provided</U>, <U>however</U>, that if the Executive becomes reemployed with another employer and is eligible to receive a
particular type of benefits (e.g., medical benefits) from such employer on terms at least as favorable to the Executive and the Executive&#146;s family as those being provided by the Company, then the Company shall no longer be required to provide
those particular benefits to the Executive and the Executive&#146;s family; and <U>provided further, however,</U> that (A)&nbsp;if any particular benefits cannot be provided because of plan or regulatory restrictions, then the Company will pay to
the Executive an amount equal to the cost the Executive will incur in acquiring such benefits directly as a result of the Company not providing such benefits and (B)&nbsp;to the extent the Company determines that the Executive&#146;s qualifying
event for purposes of continuation of medical benefits under COBRA occurs on the Executive&#146;s Date of Termination, such period of continuation of benefits shall not be counted against or otherwise reduce the period for which the Company must
provide continuation of medical benefits under this Section&nbsp;4.2(a)(ii) unless the Executive otherwise agrees; </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:17%"><FONT FACE="Times New Roman" SIZE="2">(iii) to the extent
not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits </FONT>
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<FONT FACE="Times New Roman" SIZE="2">required to be paid or provided or which the Executive is eligible to receive following the Executive&#146;s termination of employment under any plan,
program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the &#147;Other Benefits&#148;); and </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:17%"><FONT FACE="Times New Roman" SIZE="2">(iv) Retirement Plan Benefits. If not already vested, the Executive shall be deemed fully vested as of the Measurement Date in any Company retirement
plans or other written agreements between the Executive and the Company relating to pay or other benefits upon retirement in which the Executive was a participant, party or beneficiary immediately prior to the Change in Control, and any additional
plans or agreements in which such Executive became a participant, party or beneficiary after the Change in Control and before the Date of Termination. In addition to the foregoing, for purposes of determining the amounts to be paid to the Executive
under such plans or agreements, the years of service with the Company and the age of the Executive under all such plans and agreements shall be deemed increased by thirty-six (36)&nbsp;months. For purposes of this Section&nbsp;4.2 (a)(iv), the term
&#147;plans&#148; includes, without limitation, the Company&#146;s qualified pension plan, non-qualified pension plans, profit-sharing plans and 401(k) plans, and any companion, successor or amended plans, and the term &#147;agreements&#148;
encompasses, without limitation, the terms of any offer letter leading to the Executive&#146;s employment with the Company where the Executive was a signatory thereto, any written amendments to the foregoing and any subsequent amendments on such
matters. In the event the terms of the plans referenced in this Section&nbsp;4.2 (a)(iv) do not for any reason coincide with the provisions of this Section&nbsp;4.2 (a)(iv) (e.g., if plan amendments would cause disqualification of qualified plans),
the Executive shall be entitled to receive from the Company, under the terms of this Agreement, an amount equal to all amounts the Executive would have received , at the time the Executive would have received such amounts, had all such plans
continued in existence as in effect on the date of this Agreement after being amended to coincide with the terms of this Section&nbsp;4.2 (a)(iv). </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:13%"><FONT FACE="Times New Roman"
SIZE="2">(b) <U>Resignation without Good Reason; Termination for Death or Disability</U>. If the Executive voluntarily terminates his or her employment with the Company within 24 months following the Change in Control Date, excluding a termination
for Good Reason, or if the Executive&#146;s employment with the Company is terminated by reason of the Executive&#146;s death or Disability within 24 months following the Change in Control Date, then the Company shall (i)&nbsp;pay the Executive (or
the Executive&#146;s estate, if applicable), in a lump sum in cash within 30 days after the Date of Termination, the Accrued Obligations and (ii)&nbsp;timely pay or provide to the Executive the Other Benefits. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:13%"><FONT FACE="Times New Roman" SIZE="2">(c) <U>Termination for Cause</U>. If the Company terminates the Executive&#146;s employment with the Company for Cause within 24 months following the
Change in Control Date, then the Company shall (i)&nbsp;pay the Executive, in a lump sum in cash within 30 days after the Date of Termination, the sum of (A)&nbsp;the Executive&#146;s annual base salary through the Date of Termination and
(B)&nbsp;the amount of any compensation previously deferred by the Executive, in each case to the extent not previously paid, and (ii)&nbsp;timely pay or provide to the Executive the Other Benefits. </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">8 </FONT></P>


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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">4.3 <U>Taxes</U>. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:13%"><FONT
FACE="Times New Roman" SIZE="2">(a) In the event that the Company undergoes a &#147;Change in Ownership or Control&#148; (as defined below), and thereafter, the Executive becomes eligible to receive &#147;Contingent Compensation Payments&#148; (as
defined below) the Company shall, as soon as administratively feasible after the Executive becomes so eligible determine and notify the Executive (with reasonable detail regarding the basis for its determinations) (i)&nbsp;which of the payments or
benefits due to the Executive following such Change in Ownership or Control constitute Contingent Compensation Payments, (ii)&nbsp;the amount, if any, of the excise tax (the &#147;Excise Tax&#148;) payable pursuant to Section&nbsp;4999 of the
Internal Revenue Code of 1986, as amended (the &#147;Code&#148;), by the Executive with respect to such Contingent Compensation Payment and (iii)&nbsp;the amount of the &#147;Gross-Up Payment&#148; (as defined below) due to the Executive with
respect to such Contingent Compensation Payment. Within 30 days after delivery of such notice to the Executive, the Executive shall deliver a response to the Company (the &#147;Executive Response&#148;) stating either (A)&nbsp;that the Executive
agrees with the Company&#146;s determination pursuant to the preceding sentence or (B)&nbsp;that the Executive disagrees with such determination, in which case the Executive shall indicate which payment and/or benefits should be characterized as a
Contingent Compensation Payment, the amount of the Excise Tax with respect to such Contingent Compensation Payment and the amount of the Gross-Up Payment due to the Executive with respect to such Contingent Compensation Payment. If the Executive
states in the Executive Response that the Executive agrees with the Company&#146;s determination, the Company shall make the Gross-Up Payment to the Executive within three business days following delivery to the Company of the Executive Response. If
the Executive states in the Executive Response that the Executive disagrees with the Company&#146;s determination, then, for a period of 15 days following delivery of the Executive Response, the Executive and the Company shall use good faith efforts
to resolve such dispute. If such dispute is not resolved within such 15-day period, such dispute shall be settled exclusively by arbitration in Boston, Massachusetts, in accordance with the rules of the American Arbitration Association then in
effect. Judgment may be entered on the arbitrator&#146;s award in any court having jurisdiction. The Company shall, within three business days following delivery to the Company of the Executive Response, make to the Executive those Gross-Up Payments
as to which there is no dispute between the Company and the Executive regarding whether they should be made. The balance of the Gross-Up Payments shall be made within three business days following the resolution of such dispute. The amount of any
payments to be made to the Executive following the resolution of such dispute shall be increased by the amount of the accrued interest thereon computed at the prime rate announced from time to time by The Wall Street Journal compounded monthly from
the date that such payments originally were due. In the event that the Executive fails to deliver an Executive Response on or before the required date, the Company&#146;s initial determination shall be final. The Gross-Up Payment shall be made no
later than the end of the Executive&#146;s taxable year next following the Executive&#146;s taxable year in which he paid the taxes related to the Gross-Up Payment. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT
SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">9 </FONT></P>


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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:13%"><FONT FACE="Times New Roman" SIZE="2">(b) For purposes of this Section&nbsp;4.3, the following terms shall have the following respective
meanings: </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:17%"><FONT FACE="Times New Roman" SIZE="2">(i) &#147;Change in Ownership or Control&#148; shall mean a change in the ownership or effective control of the Company or in
the ownership of a substantial portion of the assets of the Company determined in accordance with Section&nbsp;280G(b)(2) of the Code. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:17%"><FONT FACE="Times New Roman"
SIZE="2">(ii) &#147;Contingent Compensation Payment&#148; shall mean any payment (or benefit) in the nature of compensation that is made or supplied to a &#147;disqualified individual&#148; (as defined in Section&nbsp;280G(c) of the Code) and that
is contingent (within the meaning of Section&nbsp;280G(b)(2)(A)(i) of the Code) on a Change in Ownership or Control of the Company. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:17%"><FONT FACE="Times New Roman" SIZE="2">(iii)
&#147;Gross-Up Payment&#148; shall mean an amount equal to the sum of (i)&nbsp;the amount of the Excise Tax payable with respect to a Contingent Compensation Payment and (ii)&nbsp;the amount necessary to pay all additional taxes imposed on (or
economically borne by) the Executive (including the Excise Taxes, state and federal income taxes and all applicable withholding taxes) attributable to the receipt of such Gross-Up Payment. For purposes of the preceding sentence, all taxes
attributable to the receipt of the Gross-Up Payment shall be computed assuming the application of the maximum tax rates provided by law. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman"
SIZE="2">4.4 <U>Outplacement Services</U>. In the event the Executive is 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&#146;s choosing up to an aggregate of $25,000 with such services to extend until the earlier of (i)&nbsp;12 months following the termination of
Executive&#146;s employment or (ii)&nbsp;the date the Executive secures full time employment. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">4.5 <U>Mitigation</U>. The Executive shall
not be required to mitigate the amount of any payment or benefits provided for in this Section&nbsp;4 by seeking other employment or otherwise. Further, except as provided in Section&nbsp;4.2(a)(ii), the amount of any payment or benefits provided
for in this Section&nbsp;4 shall not be reduced by any compensation earned by the Executive as a result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by the Executive to the Company or
otherwise. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">4.6 <U>Payments Subject to Section&nbsp;409A</U><B></B>. Subject to the provisions in this Section&nbsp;4.6, any severance
payments or benefits under this Agreement shall begin only upon the date of the Employee&#146;s &#147;separation from service&#148; (determined as set forth below) which occurs on or after the date of termination of the Employee&#146;s employment.
The following rules shall apply with respect to distribution of the payments and benefits, if any, to be provided to the Employee under this Agreement: </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:13%"><FONT
FACE="Times New Roman" SIZE="2">(a) It is intended that each installment of the severance payments and benefits provided under this Agreement shall be treated as a separate &#147;payment&#148; for purposes of Section&nbsp;409A of the Code and the
guidance issued thereunder (&#147;Section 409A&#148;). Neither the Company nor the Employee shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by
Section&nbsp;409A. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">10 </FONT></P>


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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:13%"><FONT FACE="Times New Roman" SIZE="2">(b) If, as of the date of Employee&#146;s &#147;separation from service&#148; from the Company, the
Employee is not a &#147;specified employee&#148; (within the meaning of Section&nbsp;409A), then each installment of the severance payments and benefits shall be made on the dates and terms set forth in this Agreement. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:13%"><FONT FACE="Times New Roman" SIZE="2">(c) If, as of the date of the Employee&#146;s &#147;separation from service&#148; from the Company, the Employee is a &#147;specified employee&#148;
(within the meaning of Section&nbsp;409A), then: </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:17%"><FONT FACE="Times New Roman" SIZE="2">(i) Each installment of the severance payments and benefits due under this Agreement
that, in accordance with the dates and terms set forth herein, will in all circumstances, regardless of when the separation from service occurs, be paid within the Short-Term Deferral Period (as hereinafter defined) shall be treated as a short-term
deferral within the meaning of Treasury Regulation &#167; 1.409A-1(b)(4) to the maximum extent permissible under Section&nbsp;409A. For purposes of this Agreement, the &#147;Short-Term Deferral Period&#148; means the period ending on the later of
the fifteenth day of the third month following the end of the Employee&#146;s tax year in which the separation from service occurs and the fifteenth day of the third month following the end of the Company&#146;s tax year in which the separation from
service occurs; and </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:17%"><FONT FACE="Times New Roman" SIZE="2">(ii) Each installment of the severance payments and benefits due under this Agreement that is not described in
subsection (c)(i) above and that would, absent this subsection, be paid within the six-month period following the Employee&#146;s &#147;separation from service&#148; from the Company shall not be paid until the date that is six months and one day
after such separation from service (or, if earlier, the Employee&#146;s death), with any such installments that are required to be delayed being accumulated during the six-month period and paid in a lump sum on the date that is six months and one
day following the Employee&#146;s separation from service and any subsequent installments, if any, being paid in accordance with the dates and terms set forth herein; <U>provided</U>, <U>however</U>, that the preceding provisions of this sentence
shall not apply to any installment of severance payments and benefits if and to the maximum extent that such installment is deemed to be paid under a separation pay plan that does not provide for a deferral of compensation by reason of the
application of Treasury Regulation&nbsp;&#167; 1.409A-1(b)(9)(iii) (relating to separation pay upon an involuntary separation from service). Any installments that qualify for the exception under Treasury Regulation &#167;&nbsp;1.409A-1(b)(9)(iii)
must be paid no later than the last day of the Employee&#146;s second taxable year following the taxable year in which the separation from service occurs. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">11 </FONT></P>


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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:13%"><FONT FACE="Times New Roman" SIZE="2">(d) The determination of whether and when the Employee&#146;s separation from service from the Company
has occurred shall be made and in a manner consistent with, and based on the presumptions set forth in, Treasury Regulation &#167; 1.409A-1(h). Solely for purposes of this paragraph (d), &#147;Company&#148; shall include all persons with whom the
Company would be considered a single employer under Section&nbsp;414(b) and 414(c) of the Code. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:13%"><FONT FACE="Times New Roman" SIZE="2">(e) All reimbursements and in-kind
benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section&nbsp;409A to the extent that such reimbursements or in-kind benefits are subject to Section&nbsp;409A, including, where applicable, the
requirements that (i)&nbsp;any reimbursement is for expenses incurred during the Employee&#146;s lifetime (or during a shorter period of time specified in this Agreement), (ii)&nbsp;the amount of expenses eligible for reimbursement during a calendar
year may not affect the expenses eligible for reimbursement in any other calendar year, (iii)&nbsp;the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is
incurred and (iv)&nbsp;the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:13%"><FONT FACE="Times New Roman" SIZE="2">(f) This
Agreement is intended to comply with the provisions of Section&nbsp;409A and the Agreement shall, to the extent practicable, be construed in accordance therewith. The Company makes no representation or warranty and shall have no liability to the
Executive or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section&nbsp;409A and do not satisfy an exemption from, or the conditions of, Section&nbsp;409A. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">5. <U>Disputes</U>. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">5.1 <U>Settlement of
Disputes; Arbitration</U>. 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 accordance with
the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator&#146;s award in any court having jurisdiction. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT
FACE="Times New Roman" SIZE="2">5.2 <U>Expenses</U>. 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 (regardless of the outcome thereof) by the Company, the Executive or others regarding the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of </FONT>
</P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">12 </FONT></P>


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 <P STYLE="margin-top:0px;margin-bottom:0px">
<FONT FACE="Times New Roman" SIZE="2">performance thereof (including as a result of any contest by the Executive regarding the amount of any payment or benefits pursuant to this Agreement), plus
in each case interest on any delayed payment at the applicable Federal rate provided for in Section&nbsp;7872(f)(2)(A) of the Code. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">6.
<U>Successors</U>. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">6.1 <U>Successor to Company</U>. The Company shall require any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement to the same extent that the Company would be required to perform it if no such
succession had taken place. Failure of the Company to obtain an assumption of this Agreement at or prior to the effectiveness of any succession shall be a breach of this Agreement and shall constitute Good Reason if the Executive elects to terminate
employment, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination. As used in this Agreement, &#147;Company&#148; shall mean the Company as defined
above and any successor to its business or assets as aforesaid which assumes and agrees to perform this Agreement, by operation of law or otherwise. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT
FACE="Times New Roman" SIZE="2">6.2 <U>Successor to Executive</U>. This Agreement shall inure to the benefit of and be enforceable by the Executive&#146;s personal or legal representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees. If the Executive should die while any amount would still be payable to the Executive or the Executive&#146;s family hereunder if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be
paid in accordance with the terms of this Agreement to the executors, personal representatives or administrators of the Executive&#146;s estate. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman"
SIZE="2">7. <U>Notice</U>. All notices, instructions and other communications given hereunder or in connection herewith shall be in writing. Any such notice, instruction or communication shall be sent either (i)&nbsp;by registered or certified mail,
return receipt requested, postage prepaid, or (ii)&nbsp;prepaid via a reputable nationwide overnight courier service, in each case addressed to the Company, at One Technology Park Drive, Westford, Massachusetts 01886 and to the Executive at the
Executive&#146;s principal residence as currently reflected on the Company&#146;s records (or to such other address as either the Company or the Executive may have furnished to the other in writing in accordance herewith). Any such notice,
instruction or communication shall be deemed to have been delivered five business days after it is sent by registered or certified mail, return receipt requested, postage prepaid, or one business day after it is sent via a reputable nationwide
overnight courier service. Either party may give any notice, instruction or other communication hereunder using any other means, but no such notice, instruction or other communication shall be deemed to have been duly delivered unless and until it
actually is received by the party for whom it is intended. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">13 </FONT></P>


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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">8. <U>Miscellaneous</U>. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%"><FONT
FACE="Times New Roman" SIZE="2">8.1 <U>Severability</U>. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force
and effect. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">8.2 <U>Injunctive Relief</U>. The Company and the Executive agree that any breach of this Agreement by the Company is likely
to cause the Executive substantial and irrevocable damage and therefore, in the event of any such breach, in addition to such other remedies which may be available, the Executive shall have the right to specific performance and injunctive relief.
</FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">8.3 <U>Governing Law</U>. The validity, interpretation, construction and performance of this Agreement shall be governed by the internal
laws of the Commonwealth of Massachusetts, without regard to conflicts of law principles. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">8.4 <U>Waivers</U>. No waiver by the Executive
at any time of any breach of, or compliance with, any provision of this Agreement to be performed by the Company shall be deemed a waiver of that or any other provision at any subsequent time. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">8.5 <U>Counterparts</U>. This Agreement may be executed in counterparts, each of which shall be deemed to be an original but both of which together shall
constitute one and the same instrument. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">8.6 <U>Tax Withholding</U>. Any payments provided for hereunder shall be paid net of any
applicable tax withholding required under federal, state or local law. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">8.7 <U>Entire Agreement</U>. This Agreement sets forth the entire
agreement of the parties hereto in respect of the subject matter contained herein and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer,
employee or representative of any party hereto in respect of the subject matter contained herein; and any prior agreement of the parties hereto in respect of the subject matter contained herein is hereby terminated and cancelled. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">8.8 <U>Amendments</U>. This Agreement may be amended or modified only by a written instrument executed by both the Company and the Executive. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first set
forth above. </FONT></P> <P STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P><DIV ALIGN="right">
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0">

<TR>
<TD WIDTH="100%"></TD></TR>
<TR>
<TD VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">K&#256;DANT INC.</FONT></TD></TR>
<TR>
<TD HEIGHT="16"></TD></TR>
<TR>
<TD VALIGN="top"> <P STYLE="margin-top:0px;margin-bottom:1px;border-bottom:1px solid #000000"><FONT FACE="Times New Roman" SIZE="2">/s/ Thomas M. O&#146;Brien</FONT></P></TD></TR>
<TR>
<TD VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">By: Thomas M. O&#146;Brien</FONT></TD></TR>
<TR>
<TD VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">Executive Vice President and Chief Financial Officer</FONT></TD></TR>
<TR>
<TD HEIGHT="16"></TD></TR>
<TR>
<TD VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">EXECUTIVE</FONT></TD></TR>
<TR>
<TD HEIGHT="16"></TD></TR>
<TR>
<TD VALIGN="top"> <P STYLE="margin-top:0px;margin-bottom:1px;border-bottom:1px solid #000000"><FONT FACE="Times New Roman" SIZE="2">/s/ William A. Rainville</FONT></P></TD></TR>
<TR>
<TD VALIGN="top"><FONT FACE="Times New Roman" SIZE="2"><B>William A. Rainville</B></FONT></TD></TR>
</TABLE></DIV> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">15 </FONT></P>

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