SCHEDULES HERETO
11
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
SOUTH CAROLINA, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW
RULES OR PROVISIONS (WHETHER OF THE STATE OF SOUTH CAROLINA OR ANY OTHER
JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION
OTHER THAN THE STATE OF SOUTH CAROLINA.
16.
AMENDMENT AND WAIVER.
THE PROVISIONS OF
THIS AGREEMENT MAY BE AMENDED OR WAIVED ONLY WITH THE PRIOR WRITTEN CONSENT OF
THE COMPANY (AS APPROVED BY THE BOARD) AND EXECUTIVE, AND NO COURSE OF CONDUCT
OR COURSE OF DEALING OR FAILURE OR DELAY BY ANY PARTY HERETO IN ENFORCING OR
EXERCISING ANY OF THE PROVISIONS OF THIS AGREEMENT (INCLUDING, WITHOUT
LIMITATION, THE COMPANY'S RIGHT TO TERMINATE THE EMPLOYMENT PERIOD FOR CAUSE)
SHALL AFFECT THE VALIDITY, BINDING EFFECT OR ENFORCEABILITY OF THIS AGREEMENT OR
BE DEEMED TO BE AN IMPLIED WAIVER OF ANY PROVISION OF THIS AGREEMENT.
17.
INSURANCE.
THE COMPANY MAY, AT ITS
DISCRETION, APPLY FOR AND PROCURE IN ITS OWN NAME AND FOR ITS OWN BENEFIT LIFE
AND/OR DISABILITY INSURANCE ON EXECUTIVE IN ANY AMOUNT OR AMOUNTS CONSIDERED
ADVISABLE.
EXECUTIVE AGREES TO COOPERATE IN ANY MEDICAL OR OTHER EXAMINATION,
SUPPLY ANY INFORMATION AND EXECUTE AND DELIVER ANY APPLICATIONS OR OTHER
INSTRUMENTS IN WRITING AS MAY BE REASONABLY NECESSARY TO OBTAIN AND CONSTITUTE
SUCH INSURANCE.
EXECUTIVE HEREBY REPRESENTS THAT HE HAS NO REASON TO BELIEVE
THAT HIS LIFE IS NOT INSURABLE AT RATES NOW PREVAILING FOR HEALTHY MEN OF HIS
AGE.
18.
INDEMNIFICATION AND REIMBURSEMENT OF
PAYMENTS ON BEHALF OF EXECUTIVE.
THE COMPANY AND ITS RESPECTIVE SUBSIDIARIES
SHALL BE ENTITLED TO DEDUCT OR WITHHOLD FROM ANY AMOUNTS OWING FROM THE COMPANY
OR ANY OF ITS SUBSIDIARIES TO EXECUTIVE ANY FEDERAL, STATE, LOCAL OR FOREIGN
WITHHOLDING TAXES, EXCISE TAX, OR EMPLOYMENT TAXES ("TAXES") IMPOSED WITH
RESPECT TO EXECUTIVE'S COMPENSATION OR OTHER PAYMENTS FROM THE COMPANY OR ANY OF
ITS SUBSIDIARIES OR EXECUTIVE'S OWNERSHIP INTEREST IN THE COMPANY (INCLUDING,
WITHOUT LIMITATION, WAGES, BONUSES, DIVIDENDS, THE RECEIPT OR EXERCISE OF EQUITY
OPTIONS AND/OR THE RECEIPT OR VESTING OF RESTRICTED EQUITY).
IN THE EVENT THE
COMPANY OR ANY OF ITS SUBSIDIARIES DOES NOT MAKE SUCH DEDUCTIONS OR
WITHHOLDINGS, EXECUTIVE SHALL INDEMNIFY THE COMPANY AND ITS SUBSIDIARIES FOR ANY
AMOUNTS PAID WITH RESPECT TO ANY SUCH TAXES.
19.
CONSENT TO JURISDICTION.
EACH OF THE
PARTIES IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE UNITED
STATES DISTRICT COURT FOR THE SOUTH CAROLINA DISTRICT LOCATED IN GREENVILLE,
SOUTH CAROLINA, FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING
OUT OF THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY TRANSACTION CONTEMPLATED
HEREBY OR THEREBY.
EACH OF THE PARTIES HERETO FURTHER AGREES THAT SERVICE OF
ANY PROCESS, SUMMONS, NOTICE OR DOCUMENT BY U.S. REGISTERED MAIL TO SUCH PARTY'S
RESPECTIVE ADDRESS SET FORTH ABOVE SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY
ACTION, SUIT OR PROCEEDING IN THE DISTRICT COURT FOR THE SOUTH CAROLINA DISTRICT
WITH RESPECT TO ANY MATTERS TO WHICH IT HAS