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 OR STATE 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 INCONSISTENT WITH THIS AGREEMENT, SHALL BE CONDUCTED IN ACCORDANCE
WITH THE EXPEDITED EMPLOYMENT ARBITRATION RULES OF THE AMERICAN ARBITRATION
ASSOCIATION THEN IN EFFECT AT THE TIME OF THE ARBITRATION (OR SUCH OTHER RULES
AS THE PARTIES MAY AGREE TO IN WRITING), AND OTHERWISE IN ACCORDANCE WITH
PRINCIPLES WHICH WOULD BE APPLIED BY A COURT OF LAW OR EQUITY.
THE ARBITRATOR
SHALL BE ACCEPTABLE TO BOTH THE COMPANY AND THE EXECUTIVE.
IF THE PARTIES
CANNOT AGREE ON AN ACCEPTABLE ARBITRATOR, THE DISPUTE SHALL BE HEARD BY A PANEL
OF THREE ARBITRATORS, ONE APPOINTED BY EACH OF THE PARTIES AND THE THIRD
APPOINTED BY THE OTHER TWO ARBITRATORS.
THE COMPANY AND THE EXECUTIVE AGREE
THAT ARBITRATION COSTS SHALL BE BORNE BY THE LOSING PARTY.
(C)
AMENDMENTS.
THIS AGREEMENT MAY NOT BE AMENDED OR MODIFIED OTHERWISE THAN
BY A WRITTEN AGREEMENT EXECUTED BY THE PARTIES HERETO OR THEIR RESPECTIVE
SUCCESSORS AND LEGAL REPRESENTATIVES.
(D)
ENTIRE AGREEMENT.
THIS AGREEMENT, TOGETHER WITH THE STOCK SUBSCRIPTION
AGREEMENT, THE STOCKHOLDERS' AGREEMENT AND THE STOCK INCENTIVE PLAN REFERRED TO
IN SECTION 4, CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES HERETO WITH
RESPECT TO THE MATTERS REFERRED TO HEREIN; PROVIDED, HOWEVER, THAT THE TERMS OF
EMPLOYMENT SET FORTH IN THE EMPLOYEE HANDBOOK SHALL REMAIN IN EFFECT AND BE IN
ADDITION TO THE TERMS OF THIS AGREEMENT EXCEPT TO THE EXTENT INCONSISTENT
HEREWITH IN WHICH CASE THE TERMS OF THIS AGREEMENT SHALL GOVERN, SUPERSEDE AND
PREVAIL.
NO OTHER AGREEMENT RELATING TO THE TERMS OF THE EXECUTIVE'S EMPLOYMENT
BY THE COMPANY, ORAL OR OTHERWISE, SHALL BE BINDING BETWEEN THE PARTIES UNLESS
IT IS IN WRITING AND SIGNED BY THE PARTY AGAINST WHOM ENFORCEMENT IS SOUGHT.
THERE ARE NO
11
PROMISES, REPRESENTATIONS, INDUCEMENTS, OR STATEMENTS BETWEEN THE PARTIES OTHER
THAN THOSE THAT ARE EXPRESSLY CONTAINED HEREIN.
THE EXECUTIVE ACKNOWLEDGES THAT
HE IS ENTERING INTO THIS AGREEMENT OF HIS OWN FREE WILL AND ACCORD, AND WITH NO
DURESS, THAT HE HAS READ THIS AGREEMENT, THAT HE UNDERSTANDS IT AND ITS LEGAL
CONSEQUENCES AND THAT HE HAS HAD THE OPPORTUNITY TO CONSULT WITH SUCH ADVISORS
AS HE DESIRED.
(E)
NOTICES.
ALL NOTICES AND OTHER COMMUNICATIONS HEREUNDER SHALL BE