Common use of Compensation During Dispute Clause in Contracts

Compensation During Dispute. If a purported termination occurs --------------------------- following a Change in Control and such termination is disputed in accordance with Section 7.3 hereof, the Company shall continue to pay the Executive the full compensation (including, but not limited to, salary) in effect when the notice giving rise to the dispute was given and continue the Executive as a participant in all compensation, benefit and insurance plans in which the Executive was participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with Section 7.3 hereof. Amounts paid under this Section 7.4 are in addition to all other amounts due under this Agreement (other than those due under Section 5.2 hereof) and shall not be offset against or reduce any other amounts due under this Agreement. In the event of such purported termination by the Company or the Executive, the Executive need not provide any services to the Company and no mitigation requirement shall apply. It is the intent of the Company that the Executive not be required to incur the expenses associated with the enforcement of his rights under this Agreement by an arbitration proceeding or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if the Executive determines in good faith that the Company has failed to comply with any of its obligations under this Agreement or if the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any litigation or arbitration proceeding designed to deny, or to recover from the Executive the benefits intended to be provided to the Executive hereunder or in the event of arbitration proceedings instituted as contemplated by Section 7.3 above, the Company confirms that it has irrevocably authorized the Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent the Executive in connection with the arbitration proceeding provided for above (or in any other legal proceeding), whether by or against the Company or any director, officer, stockholder or other person affiliated with the Company, in any jurisdiction which may adversely affect Executive's rights under this Agreement. Without limiting the provisions of Section 7.3 above, the Company shall pay or cause to be paid and shall be solely responsible for any and all attorneys' fees and related expenses incurred by the Executive as a result of the Company's failure to perform this Agreement or any provision thereof or as a result of the Company or any person contesting the validity or enforceability of this Agreement or any provision thereof. Interest at the rate of prime of The First National Bank of Boston (or its successor) plus 2 shall be payable monthly on all amounts due but not paid under this Agreement.

Compensation During Dispute. Company compensation during any --------------------------- disagreement, dispute, controversy or claim arising out of or relating to this Agreement or the interpretation of this Agreement shall be as follows: (i) If a purported termination by Employee for Good Reason occurs --------------------------- following a Change in Control and such termination is disputed in accordance with Section 7.3 hereofthis Agreement, the Company shall continue to pay the Executive Employee the full compensation (including, but not limited to, salary) in effect when the notice giving rise to the dispute was given (including, but not limited to, salary) and continue the Executive Employee as a participant in all compensation, benefit and insurance plans in which the Executive Employee was participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with Section 7.3 hereof(P)15. Amounts paid under this Section 7.4 10(ii)(a) are in addition to all other amounts due under this Agreement (other than those due under Section 5.2 hereof) and shall not be offset against or reduce any other amounts due under this Agreement. In Employee agrees to remain in the event employ of such purported the Company during the resolution of the dispute and to continue to provide services unless Employee's employment is terminated earlier by death, disability or retirement, or by action of the Company. If the dispute is resolved by a determination that Employee did not have Good Reason, this Agreement, in accordance with its terms, shall continue to apply to the circumstances of Employee's employment by the Company and any termination thereof. (ii) If there is a termination by the Company or the Executive, the Executive need not provide any services followed by a dispute as to whether Employee is entitled to the Company payments and no mitigation requirement shall apply. It is the intent of the Company that the Executive not be required to incur the expenses associated with the enforcement of his rights under this Agreement by an arbitration proceeding or otherwise because the cost and expense thereof would substantially detract from the other benefits intended to be extended to the Executive hereunder. Accordingly, if the Executive determines in good faith that the Company has failed to comply with any of its obligations under this Agreement or if the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any litigation or arbitration proceeding designed to deny, or to recover from the Executive the benefits intended to be provided to the Executive hereunder or in the event of arbitration proceedings instituted as contemplated by Section 7.3 above, the Company confirms that it has irrevocably authorized the Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent the Executive in connection with the arbitration proceeding provided for above (or in any other legal proceeding), whether by or against the Company or any director, officer, stockholder or other person affiliated with the Company, in any jurisdiction which may adversely affect Executive's rights under this Agreement. Without limiting , then, during the provisions period of Section 7.3 above, that dispute the Company shall pay or cause to be paid and shall be solely responsible for any and all attorneys' fees and related expenses incurred by the Executive as a result Employee fifty percent (50%) of the Company's failure to perform this Agreement or any provision thereof or as a result of amount specified in (P)7(e)(i) and (P)7(e)(ii) hereof, and the Company or any person contesting shall provide Employee with the validity or enforceability other benefits provided in (e) of this Agreement, if, but only if, Employee agrees in writing that if the dispute is resolved against Employee, Employee shall promptly refund to the Company all payments Employee receives under (e)(i) and (e)(ii) of this Agreement or any provision thereof. Interest plus interest at the rate provided in Section 1274(d) of prime the Code, compounded quarterly. If the dispute is resolved in Employee's favor, promptly after resolution of The First National Bank the dispute the Company shall pay Employee the sum that was withheld during the period of Boston (or its successorthe dispute plus interest at the rate provided in Section 1274(d) plus 2 shall be payable monthly on all amounts due but not paid under this Agreementof the Code, compounded quarterly.

Compensation During Dispute. Your compensation during any disagreement, dispute, controversy or claim arising out of or relating to this Agreement or the interpretation of this Agreement shall be as follows: (a) If a purported termination by you for Good Reason occurs --------------------------- or is deemed to occur following a Change in Control and during the term of this Agreement, and such termination is disputed in accordance with Section 7.3 hereof10(i) of this Agreement, the Company Corporation shall continue to pay the Executive you the full compensation (including, but not limited to, salary) in effect when the notice giving rise to the dispute was given (including, but not limited to, salary) and continue the Executive you as a participant in all compensation, benefit and insurance plans in which the Executive was you were participating when the notice giving rise to the dispute was given, given until the dispute is finally resolved in accordance with Section 7.3 hereof10(i). Amounts paid under this Section 7.4 10(ii)(a) are in addition to all other amounts due under this Agreement (other than those due under Section 5.2 hereof) and shall not be offset against or reduce any other amounts due under this Agreement. In You agree to remain in the event employ of such purported the Corporation during the resolution of the dispute and to continue to provide services unless your employment is terminated earlier by death, Disability or retirement, or by action of the Corporation. If the dispute is resolved by a determination that you did not have Good Reason, this Agreement, in accordance with its terms, shall continue to apply to the terms of your employment by the Corporation and any termination thereof. (b) If there is a termination by the Company or the Executive, the Executive need not provide any services Corporation followed by a dispute as to whether you are entitled to the Company payments and no mitigation requirement shall apply. It is the intent of the Company that the Executive not be required to incur the expenses associated with the enforcement of his rights under this Agreement by an arbitration proceeding or otherwise because the cost and expense thereof would substantially detract from the other benefits intended to be extended to the Executive hereunder. Accordingly, if the Executive determines in good faith that the Company has failed to comply with any of its obligations under this Agreement or if the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any litigation or arbitration proceeding designed to deny, or to recover from the Executive the benefits intended to be provided to the Executive hereunder or in the event of arbitration proceedings instituted as contemplated by Section 7.3 above, the Company confirms that it has irrevocably authorized the Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent the Executive in connection with the arbitration proceeding provided for above (or in any other legal proceeding), whether by or against the Company or any director, officer, stockholder or other person affiliated with the Company, in any jurisdiction which may adversely affect Executive's rights under this Agreement. Without limiting , then, during the provisions period of Section 7.3 above, that dispute the Company Corporation shall pay or cause to be paid and shall be solely responsible for any and all attorneys' fees and related expenses incurred by the Executive as a result you fifty percent (50%) of the Company's failure amount specified in Sections 4(iii)(a) and 4(iii)(b) hereof, and the Corporation shall provide you with the other benefits provided in Section 4(iii) of this Agreement, if, but only if, you agree in writing that if the dispute is resolved against you, you shall promptly refund to perform this Agreement or any provision thereof or as a result of the Company or any person contesting the validity or enforceability Corporation all payments you receive under Sections 4(iii)(a) and 4(iii)(b) of this Agreement or any provision thereof. Interest plus interest at the rate provided in Code Section 1274(d), compounded quarterly. If the dispute is resolved in your favor, promptly after resolution of prime of The First National Bank of Boston (or its successor) plus 2 the dispute the Corporation shall be payable monthly on all amounts due but not paid under this Agreement.pay you the sum that was withheld during

Compensation During Dispute. Your compensation during any disagreement, dispute, controversy or claim arising out of or relating to this Agreement or the interpretation of this Agreement shall be as follows: (a) If a purported termination by you for Good Reason occurs --------------------------- or is deemed to occur following a Change in Control and during the term of this Agreement, and such termination is disputed in accordance with Section 7.3 hereof10(i) of this Agreement, the Company Corporation shall continue to pay the Executive you the full compensation (including, but not limited to, salary) in effect when the notice giving rise to the dispute was given (including, but not limited to, salary) and continue the Executive you as a participant in all compensation, benefit and insurance plans in which the Executive was you were participating when the notice giving rise to the dispute was given, given until the dispute is finally resolved in accordance with Section 7.3 hereof10(i). Amounts paid under this Section 7.4 10(ii)(a) are in addition to all other amounts due under this Agreement (other than those due under Section 5.2 hereof) and shall not be offset against or reduce any other amounts due under this Agreement. In You agree to remain in the event employ of such purported the Corporation during the resolution of the dispute and to continue to provide services unless your employment is terminated earlier by death, Disability or retirement, or by action of the Corporation. If the dispute is resolved by a determination that you did not have Good Reason, this Agreement, in accordance with its terms, shall continue to apply to the terms of your employment by the Corporation and any termination thereof. (b) If there is a termination by the Company or the Executive, the Executive need not provide any services Corporation followed by a dispute as to whether you are entitled to the Company payments and no mitigation requirement shall apply. It is the intent of the Company that the Executive not be required to incur the expenses associated with the enforcement of his rights under this Agreement by an arbitration proceeding or otherwise because the cost and expense thereof would substantially detract from the other benefits intended to be extended to the Executive hereunder. Accordingly, if the Executive determines in good faith that the Company has failed to comply with any of its obligations under this Agreement or if the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any litigation or arbitration proceeding designed to deny, or to recover from the Executive the benefits intended to be provided to the Executive hereunder or in the event of arbitration proceedings instituted as contemplated by Section 7.3 above, the Company confirms that it has irrevocably authorized the Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent the Executive in connection with the arbitration proceeding provided for above (or in any other legal proceeding), whether by or against the Company or any director, officer, stockholder or other person affiliated with the Company, in any jurisdiction which may adversely affect Executive's rights under this Agreement. Without limiting , then, during the provisions period of Section 7.3 above, that dispute the Company Corporation shall pay or cause to be paid and shall be solely responsible for any and all attorneys' fees and related expenses incurred by the Executive as a result you fifty percent (50%) of the Company's failure amount specified in Sections 4(iii)(a) and 4(iii)(b) hereof, and the Corporation shall provide you with the other benefits provided in Section 4(iii) of this Agreement, if, but only if, you agree in writing that if the dispute is resolved against you, you shall promptly refund to perform this Agreement or any provision thereof or as a result of the Company or any person contesting the validity or enforceability Corporation all payments you receive under Sections 4(iii)(a) and 4(iii)(b) of this Agreement or any provision thereof. Interest plus interest at the rate provided in Code Section 1274(d), compounded quarterly. If the dispute is resolved in your favor, promptly after resolution of prime the dispute the Corporation shall pay you the sum that was withheld during the period of The First National Bank of Boston (or its successor) the dispute plus 2 shall be payable monthly on all amounts due but not paid under this Agreementinterest at the rate provided in Code Section 1274(d), compounded quarterly.

Compensation During Dispute. Your compensation during any disagreement, dispute, controversy or claim arising out of or relating to this Agreement or the interpretation of this Agreement shall be as follows: (a) If a purported termination by you for Good Reason occurs --------------------------- or is deemed to occur following a Change in Control and during the term of this Agreement, and such termination is disputed in accordance with Section 7.3 hereofSections 3(v) and 10(i) of this Agreement, the Company Corporation shall continue to pay the Executive you the full compensation (including, but not limited to, salary) in effect when the notice giving rise to the dispute was given (including, but not limited to, salary) and continue the Executive you as a participant in all compensation, benefit and insurance plans in which the Executive was you were participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with Section 7.3 hereof10(i). Amounts paid under this Section 7.4 10(ii)(a) are in addition to all other amounts due under this Agreement (other than those due under Section 5.2 hereof) and shall not be offset against or reduce any other amounts due under this Agreement. In You agree to remain in the event employ of such purported the Corporation during the resolution of the dispute and to continue to provide services unless your employment is terminated earlier by death, upon becoming Disabled or retirement, or by action of the Corporation. If the dispute is resolved by a determination that you did not have Good Reason, this Agreement, in accordance with its terms, shall continue to apply to the circumstances of the your employment by the Corporation and any termination thereof. (b) If there is a termination by the Company or the Executive, the Executive need not provide any services Corporation followed by a dispute as to whether you are entitled to the Company payments and no mitigation requirement shall apply. It is the intent of the Company that the Executive not be required to incur the expenses associated with the enforcement of his rights under this Agreement by an arbitration proceeding or otherwise because the cost and expense thereof would substantially detract from the other benefits intended to be extended to the Executive hereunder. Accordingly, if the Executive determines in good faith that the Company has failed to comply with any of its obligations under this Agreement or if the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any litigation or arbitration proceeding designed to deny, or to recover from the Executive the benefits intended to be provided to the Executive hereunder or in the event of arbitration proceedings instituted as contemplated by Section 7.3 above, the Company confirms that it has irrevocably authorized the Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent the Executive in connection with the arbitration proceeding provided for above (or in any other legal proceeding), whether by or against the Company or any director, officer, stockholder or other person affiliated with the Company, in any jurisdiction which may adversely affect Executive's rights under this Agreement. Without limiting , then, during the provisions period of Section 7.3 above, that dispute the Company Corporation shall pay or cause to be paid and shall be solely responsible for any and all attorneys' fees and related expenses incurred by the Executive as a result you fifty percent (50%) of the Company's failure amount specified in Sections 4(iii)(a) and 4(iii)(b) hereof (at the time specified in Section 4(v)), and the Corporation shall provide you with the other benefits provided in Section 4(iii) of this Agreement, if, but only if, you agree in writing that if the dispute is resolved against you, you shall promptly refund to perform this Agreement or any provision thereof or as a result of the Company or any person contesting the validity or enforceability Corporation all payments you receive under Sections 4(iii)(a) and 4(iii)(b) of this Agreement or any provision thereof. Interest plus interest at the rate provided in Section 1274(d) of prime the Code, compounded quarterly. If the dispute is resolved in your favor, promptly after resolution of The First National Bank the dispute the Corporation shall pay you the sum that was withheld during the period of Boston (or its successorthe dispute plus interest at the rate provided in Section 1274(d) plus 2 shall be payable monthly on all amounts due but not paid under this Agreement.of the Code, compounded quarterly. EXECUTIVE -10- DATE

Compensation During Dispute. Your compensation during any disagreement, dispute, controversy or claim arising out of or relating to this Agreement or the interpretation of this Agreement shall be as follows: (a) If a purported termination by you for Good Reason occurs --------------------------- or is deemed to occur following a Change in Control and during the term of this Agreement, and such termination is disputed in accordance with Section 7.3 hereofSections 3(vi) and 8(i) of this Agreement, the Company shall continue to pay the Executive you the full compensation (including, but not limited to, salary) in effect when the notice giving rise to the dispute was given (including, but not limited to, salary) and continue the Executive you as a participant in all compensation, benefit and insurance plans in which the Executive was you were participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with Section 7.3 hereof8(i). Amounts paid under this Section 7.4 8(ii)(a) are in addition to all other amounts due under this Agreement (other than those due under Section 5.2 hereof) and shall not be offset against or reduce any other amounts due under this Agreement. In You agree to remain in the event employ of such purported the Company during the resolution of the dispute and to continue to provide services unless your employment is terminated earlier by Disability or by action of the Company. If the dispute is resolved by a determination that you did not have Good Reason, this Agreement, in accordance with its terms, shall continue to apply to the circumstances of your employment by the Company and any termination thereof. (b) If there is a termination by the Company or the Executive, the Executive need not provide any services followed by a dispute as to whether you are entitled to the Company payments and no mitigation requirement shall apply. It is the intent of the Company that the Executive not be required to incur the expenses associated with the enforcement of his rights under this Agreement by an arbitration proceeding or otherwise because the cost and expense thereof would substantially detract from the other benefits intended to be extended to the Executive hereunder. Accordingly, if the Executive determines in good faith that the Company has failed to comply with any of its obligations under this Agreement or if the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any litigation or arbitration proceeding designed to deny, or to recover from the Executive the benefits intended to be provided to the Executive hereunder or in the event of arbitration proceedings instituted as contemplated by Section 7.3 above, the Company confirms that it has irrevocably authorized the Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent the Executive in connection with the arbitration proceeding provided for above (or in any other legal proceeding), whether by or against the Company or any director, officer, stockholder or other person affiliated with the Company, in any jurisdiction which may adversely affect Executive's rights under this Agreement. Without limiting , then, during the provisions period of Section 7.3 above, that dispute the Company shall pay or cause to be paid and shall be solely responsible for any and all attorneys' fees and related expenses incurred by the Executive as a result you one-hundred percent (100%) of the Company's failure to perform this Agreement or any provision thereof or as a result amount specified in Section 4(ii)(a) and fifty percent (50%) of the amount specified in Section 4(ii)(b) hereof, and the Company or any person contesting shall provide you with the validity or enforceability other benefits provided in Section 4(ii) of this Agreement or any provision thereofAgreement, if, but only if, you agree in writing that if the dispute is resolved against you, you shall promptly refund to the Company all payments you receive under Sections 4(ii)(a) and 4(ii)(b) of this Agreement. Interest If the dispute is resolved in your favor, promptly after resolution of the dispute the Company shall pay you the sum that was withheld during the period of the dispute plus interest at the rate provided in Section 1274(d) of prime of The First National Bank of Boston (or its successor) plus 2 shall be payable monthly on all amounts due but not paid under this Agreementthe Code, compounded monthly.

Compensation During Dispute. Your compensation during any disagreement, dispute, controversy or claim arising out of or relating to this Agreement or the interpretation of this Agreement shall be as follows: (a) If a purported termination by you for Good Reason occurs --------------------------- or is deemed to occur following a Change in Control and during the term of this Agreement, and such termination is disputed in accordance with Section 7.3 hereofSections 3(v) and 10(i) of this Agreement, the Company Corporation shall continue to pay the Executive you the full compensation (including, but not limited to, salary) in effect when the notice giving rise to the dispute was given (including, but not limited to, salary) and continue the Executive you as a participant in all compensation, benefit and insurance plans in which the Executive was you were participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with Section 7.3 hereof10(i). Amounts paid under this Section 7.4 10(ii)(a) are in addition to all other amounts due under this Agreement (other than those due under Section 5.2 hereof) and shall not be offset against or reduce any other amounts due under this Agreement. In You agree to remain in the event employ of such purported the Corporation during the resolution of the dispute and to continue to provide services unless your employment is terminated earlier by death, Disability or retirement, or by action of the Corporation. If the dispute is resolved by a determination that you did not have Good Reason, this Agreement, in accordance with its terms, shall continue to apply to the circumstances of the your employment by the Corporation and any termination thereof. (b) If there is a termination by the Company or the Executive, the Executive need not provide any services Corporation followed by a dispute as to whether you are entitled to the Company payments and no mitigation requirement shall apply. It is the intent of the Company that the Executive not be required to incur the expenses associated with the enforcement of his rights under this Agreement by an arbitration proceeding or otherwise because the cost and expense thereof would substantially detract from the other benefits intended to be extended to the Executive hereunder. Accordingly, if the Executive determines in good faith that the Company has failed to comply with any of its obligations under this Agreement or if the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any litigation or arbitration proceeding designed to deny, or to recover from the Executive the benefits intended to be provided to the Executive hereunder or in the event of arbitration proceedings instituted as contemplated by Section 7.3 above, the Company confirms that it has irrevocably authorized the Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent the Executive in connection with the arbitration proceeding provided for above (or in any other legal proceeding), whether by or against the Company or any director, officer, stockholder or other person affiliated with the Company, in any jurisdiction which may adversely affect Executive's rights under this Agreement. Without limiting , then, during the provisions period of Section 7.3 above, that dispute the Company Corporation shall pay or cause to be paid and shall be solely responsible for any and all attorneys' fees and related expenses incurred by the Executive as a result you fifty percent (50%) of the Company's failure amount specified in Sections 4(iii)(a) and 4(iii)(b) hereof, and the Corporation shall provide you with the other benefits provided in Section 4(iii) of this Agreement, if, but only if, you agree in writing that if the dispute is resolved against you, you shall promptly refund to perform this Agreement or any provision thereof or as a result of the Company or any person contesting the validity or enforceability Corporation all payments you receive under Sections 4(iii)(a) and 4(iii)(b) of this Agreement or any provision thereof. Interest plus interest at the rate provided in Section 1274(d) of prime the Code, compounded quarterly. If the dispute is resolved in your favor, promptly after resolution of The First National Bank the dispute the Corporation shall pay you the sum that was withheld during the period of Boston (or its successorthe dispute plus interest at the rate provided in Section 1274(d) plus 2 shall be payable monthly on all amounts due but not paid under this Agreement.of the Code, compounded quarterly. January 15, 2002

Compensation During Dispute. Your compensation during any disagreement, dispute, controversy or claim arising out of or relating to this Agreement or the interpretation of this Agreement shall be as follows: (a) If a purported termination by you for Good Reason occurs --------------------------- or is deemed to occur following a Change in Control and during the term of this Agreement, and such termination is disputed in accordance with Section 7.3 hereofSections 3(v) and 10(i) of this Agreement, the Company Corporation shall continue to pay the Executive you the full compensation (including, but not limited to, salary) in effect when the notice giving rise to the dispute was given (including, but not limited to, salary) and continue the Executive you as a participant in all compensation, benefit and insurance plans in which the Executive was you were participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with Section 7.3 hereof10(i). Amounts paid under this Section 7.4 10(ii)(a) are in addition to all other amounts due under this Agreement (other than those due under Section 5.2 hereof) and shall not be offset against or reduce any other amounts due under this Agreement. In You agree to remain in the event employ of such purported the Corporation during the resolution of the dispute and to continue to provide services unless your employment is terminated earlier by death, Disability or retirement, or by action of the Corporation. If the dispute is resolved by a determination that you did not have Good Reason, this Agreement, in accordance with its terms, shall continue to apply to the circumstances of the your employment by the Corporation and any termination thereof. (b) If there is a termination by the Company or the Executive, the Executive need not provide any services Corporation followed by a dispute as to whether you are entitled to the Company payments and no mitigation requirement shall apply. It is the intent of the Company that the Executive not be required to incur the expenses associated with the enforcement of his rights under this Agreement by an arbitration proceeding or otherwise because the cost and expense thereof would substantially detract from the other benefits intended to be extended to the Executive hereunder. Accordingly, if the Executive determines in good faith that the Company has failed to comply with any of its obligations under this Agreement or if the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any litigation or arbitration proceeding designed to deny, or to recover from the Executive the benefits intended to be provided to the Executive hereunder or in the event of arbitration proceedings instituted as contemplated by Section 7.3 above, the Company confirms that it has irrevocably authorized the Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent the Executive in connection with the arbitration proceeding provided for above (or in any other legal proceeding), whether by or against the Company or any director, officer, stockholder or other person affiliated with the Company, in any jurisdiction which may adversely affect Executive's rights under this Agreement. Without limiting , then, during the provisions period of Section 7.3 above, that dispute the Company Corporation shall pay or cause to be paid and shall be solely responsible for any and all attorneys' fees and related expenses incurred by the Executive as a result you fifty percent (50%) of the Company's failure amount specified in Sections 4(iii)(a) and 4(iii)(b) hereof, and the Corporation shall provide you with the other benefits provided in Section 4(iii) of this Agreement, if, but only if, you agree in writing that if the dispute is resolved against you, you shall promptly refund to perform this Agreement or any provision thereof or as a result of the Company or any person contesting the validity or enforceability Corporation all payments you receive under Sections 4(iii)(a) and 4(iii)(b) of this Agreement or any provision thereof. Interest plus interest at the rate provided in Section 1274(d) of prime the Code, compounded quarterly. If the dispute is resolved in your favor, [Name] -10- [Date] promptly after resolution of The First National Bank the dispute the Corporation shall pay you the sum that was withheld during the period of Boston (or its successorthe dispute plus interest at the rate provided in Section 1274(d) plus 2 shall be payable monthly on all amounts due but not paid under this Agreementof the Code, compounded quarterly.

Compensation During Dispute. Your compensation during any disagreement, dispute, controversy or claim arising out of or relating to this Agreement or the interpretation of this Agreement shall be as follows: (a) If a purported termination by you for Good Reason occurs --------------------------- or is deemed to occur following a Change in Control and during the term of this Agreement, and such termination is disputed in accordance with Section 7.3 hereofSections 3(v) and 10(i) of this Agreement, the Company Corporation shall continue to pay the Executive you the full compensation (including, but not limited to, salary) in effect when the notice giving rise to the dispute was given (including, but not limited to, salary) and continue the Executive you as a participant in all compensation, benefit and insurance plans in which the Executive was you were participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with Section 7.3 hereof10(i). Amounts paid under this Section 7.4 10(ii)(a) are in addition to all other amounts due under this Agreement (other than those due under Section 5.2 hereof) and shall not be offset against or reduce any other amounts due under this Agreement. In You agree to remain in the event employ of such purported the Corporation during the resolution of the dispute and to continue to provide services unless your employment is terminated earlier by death, upon becoming Disabled or retirement, or by action of the Corporation. If the dispute is resolved by a determination that you did not have Good Reason, this Agreement, in accordance with its terms, shall continue to apply to the circumstances of the your employment by the Corporation and any termination thereof. (b) If there is a termination by the Company or the Executive, the Executive need not provide any services Corporation followed by a dispute as to whether you are entitled to the Company payments and no mitigation requirement shall apply. It is the intent of the Company that the Executive not be required to incur the expenses associated with the enforcement of his rights under this Agreement by an arbitration proceeding or otherwise because the cost and expense thereof would substantially detract from the other benefits intended to be extended to the Executive hereunder. Accordingly, if the Executive determines in good faith that the Company has failed to comply with any of its obligations under this Agreement or if the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any litigation or arbitration proceeding designed to deny, or to recover from the Executive the benefits intended to be provided to the Executive hereunder or in the event of arbitration proceedings instituted as contemplated by Section 7.3 above, the Company confirms that it has irrevocably authorized the Executive from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent the Executive in connection with the arbitration proceeding provided for above (or in any other legal proceeding), whether by or against the Company or any director, officer, stockholder or other person affiliated with the Company, in any jurisdiction which may adversely affect Executive's rights under this Agreement. Without limiting , then, during the provisions period of Section 7.3 above, that dispute the Company Corporation shall pay or cause to be paid and shall be solely responsible for any and all attorneys' fees and related expenses incurred by the Executive as a result you fifty percent (50%) of the Company's failure amount specified in Sections 4(iii)(a) and 4(iii)(b) hereof (at the time specified in Section 4(v)), and the Corporation shall provide you with the other benefits provided in Section 4(iii) of this Agreement, if, but only if, you agree in writing that if the dispute is resolved against you, you shall promptly refund to perform this Agreement or any provision thereof or as a result of the Company or any person contesting the validity or enforceability Corporation all payments you receive under Sections 4(iii)(a) and 4(iii)(b) of this Agreement or any provision thereof. Interest plus interest at the rate provided in Section 1274(d) of prime the Code, compounded quarterly. If the dispute is resolved in your favor, promptly after resolution of The First National Bank the dispute the Corporation shall pay you the sum that was withheld during the period of Boston (or its successorthe dispute plus interest at the rate provided in Section 1274(d) plus 2 shall be payable monthly on all amounts due but not paid under this Agreementof the Code, compounded quarterly.