AND EFFECT.
(III)
THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT THE EXECUTIVE WILL HAVE
A PROMINENT ROLE IN THE MANAGEMENT OF THE BUSINESS, AND THE DEVELOPMENT OF THE
GOODWILL, OF THE COMPANY AND ITS AFFILIATES AND WILL ESTABLISH AND DEVELOP
RELATIONS AND CONTACTS WITH THE PRINCIPAL CUSTOMERS AND SUPPLIERS OF THE COMPANY
AND ITS AFFILIATES IN THE UNITED STATES OF AMERICA AND THE REST OF THE WORLD,
ALL OF WHICH CONSTITUTE VALUABLE GOODWILL OF, AND COULD BE USED BY THE EXECUTIVE
TO HARM, THE COMPANY AND ITS AFFILIATES AND THAT (I) IN THE COURSE OF HIS
EMPLOYMENT WITH THE COMPANY, THE EXECUTIVE WILL OBTAIN CONFIDENTIAL INFORMATION
THAT COULD BE USED TO COMPETE UNFAIRLY WITH THE COMPANY AND ITS AFFILIATES, (II)
THE COVENANTS AND RESTRICTIONS CONTAINED IN SECTION 9 ARE INTENDED TO PROTECT
THE LEGITIMATE INTERESTS OF THE COMPANY AND ITS AFFILIATES IN THEIR RESPECTIVE
GOODWILL, TRADE SECRETS AND OTHER CONFIDENTIAL AND PROPRIETARY INFORMATION,
(III) THE EXECUTIVE DESIRES TO BE BOUND BY SUCH COVENANTS AND RESTRICTIONS, AND
(IV) THE EXECUTIVE REPRESENTS THAT HIS ECONOMIC MEANS AND CIRCUMSTANCES ARE SUCH
THAT THE PROVISIONS OF THIS AGREEMENT, INCLUDING THE RESTRICTIVE COVENANTS IN
SECTION 9, WILL NOT PREVENT HIM FROM PROVIDING FOR HIMSELF AND HIS FAMILY ON A
BASIS SATISFACTORY TO HIM AND THEM.
10.
SUCCESSORS.
(A)
THIS AGREEMENT IS PERSONAL TO THE EXECUTIVE AND, WITHOUT
THE PRIOR WRITTEN CONSENT OF THE COMPANY, SHALL NOT BE ASSIGNABLE BY THE
EXECUTIVE OTHERWISE THAN BY
10
WILL OR THE LAWS OF DESCENT AND DISTRIBUTION.
THIS AGREEMENT SHALL INURE TO THE
BENEFIT OF AND BE ENFORCEABLE BY THE EXECUTIVE'S LEGAL REPRESENTATIVES.
(B)
THIS AGREEMENT SHALL INURE TO THE BENEFIT OF AND BE BINDING UPON HOLDING,
THE COMPANY AND ITS SUCCESSORS, INCLUDING ANY SUCCESSOR TO ALL OR SUBSTANTIALLY
ALL OF THE BUSINESS AND/OR ASSETS OF THE COMPANY, WHETHER DIRECT OR INDIRECT, BY
PURCHASE, MERGER, CONSOLIDATION, ACQUISITION OF OWNERSHIP INTERESTS, OR
OTHERWISE.
THE COMPANY SHALL REQUIRE ANY SUCH SUCCESSOR TO EXPRESSLY
ACKNOWLEDGE AND AGREE IN WRITING TO ASSUME THE COMPANY'S OBLIGATIONS HEREUNDER
11.
MISCELLANEOUS.
(A)
APPLICABLE LAW AND JURISDICTION.
THIS AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
GEORGIA, APPLIED WITHOUT REFERENCE TO PRINCIPLES OF CONFLICT OF LAWS.
SUBJECT
TO SECTION 11(B), IN ANY ACTION OR PROCEEDING BROUGHT WITH RESPECT TO OR IN
CONNECTION WITH THIS AGREEMENT, THE COMPANY AND THE EXECUTIVE BOTH HEREBY
IRREVOCABLY AGREE TO SUBMIT TO THE JURISDICTION AND VENUE OF THE COURTS OF THE
STATE OF GEORGIA, AND BOTH PARTIES CONSENT TO RECEIVE SERVICE OF PROCESS IN THE
STATE OF GEORGIA.
SUBJECT TO SECTION 11(B), THE COMPANY AND THE EXECUTIVE BOTH
AGREE THAT ANY ACTION OR PROCEEDING IN CONNECTION WITH THIS AGREEMENT SHALL BE
BROUGHT EXCLUSIVELY IN A UNITED STATES COURT LOCATED IN THE STATE OF GEORGIA.
(B)
ARBITRATION.
EXCEPT TO THE EXTENT PROVIDED IN SECTION 9(F), ANY DISPUTE
OR CONTROVERSY ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE
RESOLVED BY BINDING ARBITRATION.
THE ARBITRATION SHALL BE HELD IN ATLANTA AND
EXCEPT TO THE EXTENT