ENTERING INTO A CHANGE IN CONTROL SEVERANCE
COMPENSATION AGREEMENT DATED AS OF MARCH 24, 2006, CONCURRENTLY WITH ENTERING
INTO THIS AGREEMENT. FOR THE AVOIDANCE OF DOUBT, THE CHANGE IN CONTROL SEVERANCE
COMPENSATION AGREEMENT IS TO BE READ AS ADDITIVE TO THIS AGREEMENT SOLELY IN THE
CIRCUMSTANCES FOLLOWING A CHANGE IN CONTROL OF THE COMPANY, SO THAT THE
PROVISIONS OF SECTIONS 4 AND SECTION 6 OF THE CHANGE IN CONTROL SEVERANCE
COMPENSATION AGREEMENT ARE IN ADDITION TO THE PROVISIONS OF SECTIONS 4 AND 6 OF
THIS AGREEMENT; PROVIDED, THAT THE AMOUNTS PAYABLE TO EXECUTIVE UNDER
SECTION 4(A) OF THE CHANGE IN CONTROL SEVERANCE AGREEMENT AND THE AMOUNTS
PAYABLE TO EXECUTIVE UNDER SECTION 4(B) OF THIS AGREEMENT SHALL IN NO EVENT
EXCEED THE TOTAL AMOUNTS PAYABLE TO EXECUTIVE UNDER SECTION 4(B) OF THIS
AGREEMENT.
13.
NO STRICT CONSTRUCTION. THE LANGUAGE USED IN THIS AGREEMENT SHALL BE
DEEMED TO BE THE LANGUAGE CHOSEN BY THE PARTIES HERETO TO EXPRESS THEIR MUTUAL
INTENT, AND NO RULE OF STRICT CONSTRUCTION SHALL BE APPLIED AGAINST ANY PARTY.
14.
COUNTERPARTS. THIS AGREEMENT MAY BE EXECUTED IN SEPARATE COUNTERPARTS,
EACH OF WHICH IS DEEMED TO BE AN ORIGINAL AND ALL OF WHICH TAKEN TOGETHER
CONSTITUTE ONE AND THE SAME AGREEMENT.
9
15.
SUCCESSORS AND ASSIGNS. THIS AGREEMENT IS INTENDED TO BIND AND INURE TO
THE BENEFIT OF AND BE ENFORCEABLE BY EXECUTIVE, THE COMPANY AND THEIR RESPECTIVE
HEIRS, SUCCESSORS AND ASSIGNS, EXCEPT THAT EXECUTIVE MAY NOT ASSIGN HIS RIGHTS
OR DELEGATE HIS DUTIES OR OBLIGATIONS HEREUNDER WITHOUT THE PRIOR WRITTEN
CONSENT OF THE COMPANY.
16.
CHOICE OF LAW. ALL ISSUES AND QUESTIONS CONCERNING THE CONSTRUCTION,
VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT AND THE EXHIBITS AND
SCHEDULES HERETO 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.
17.
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.
18.
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