ON THIS AGREEMENT OR AT
SUCH OTHER ADDRESS AS THE COMPANY SHALL DESIGNATE BY WRITTEN NOTICE TO YOU GIVEN
IN ACCORDANCE WITH THIS SECTION 13.
ANY NOTICE COMPLYING WITH THIS SECTION 13
SHALL BE DEEMED RECEIVED UPON ACTUAL RECEIPT BY THE ADDRESSEE.
14.
WAIVER.
THE WAIVER BY EITHER PARTY HERETO OF ANY BREACH OF THIS
AGREEMENT BY THE OTHER PARTY HERETO SHALL NOT BE EFFECTIVE UNLESS IN WRITING,
AND NO SUCH WAIVER SHALL OPERATE OR BE CONSTRUED AS THE WAIVER OF THE SAME OR
ANOTHER BREACH ON A SUBSEQUENT OCCASION.
15.
GOVERNING LAW.
THIS AGREEMENT AND THE RIGHTS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF GEORGIA.
16.
BENEFICIARY.
ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT
SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF AND BE ENFORCEABLE BY THE
PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS, HEIRS, EXECUTORS, ADMINISTRATORS
AND PERMITTED ASSIGNS.
17.
ENTIRE AGREEMENT.
THIS AGREEMENT EMBODIES THE ENTIRE AGREEMENT OF
THE PARTIES HERETO RELATING TO YOUR EMPLOYMENT BY THE COMPANY IN THE CAPACITY
HEREIN STATED AND, EXCEPT AS SPECIFICALLY PROVIDED HEREIN, NO PROVISIONS OF ANY
EMPLOYEE MANUAL, PERSONNEL POLICIES, COMPANY DIRECTIVES OR OTHER AGREEMENT OR
DOCUMENT SHALL BE DEEMED TO MODIFY THE TERMS OF THIS AGREEMENT.
NO AMENDMENT OR
MODIFICATION OF THIS AGREEMENT SHALL BE VALID OR BINDING UPON YOU OR THE COMPANY
UNLESS MADE IN WRITING AND SIGNED BY THE PARTIES HERETO.
ALL PRIOR
UNDERSTANDINGS AND AGREEMENTS RELATING TO YOUR EMPLOYMENT BY THE COMPANY, IN
WHATEVER CAPACITY, ARE HEREBY EXPRESSLY TERMINATED.
18.
EXCISE TAX.
(A)
IF ANY PAYMENT OR DISTRIBUTION BY THE COMPANY AND/OR ANY
AFFILIATE OF THE COMPANY TO OR FOR YOUR BENEFIT, WHETHER PAID OR PAYABLE OR
DISTRIBUTED OR DISTRIBUTABLE PURSUANT TO THE TERMS OF THIS AGREEMENT OR
OTHERWISE PURSUANT TO OR BY REASON OF ANY OTHER AGREEMENT, POLICY, PLAN, PROGRAM
OR ARRANGEMENT, INCLUDING WITHOUT LIMITATION ANY STOCK OPTION, STOCK
APPRECIATION RIGHT OR SIMILAR RIGHT, OR THE LAPSE OR TERMINATION OF ANY
RESTRICTION ON OR THE VESTING OR EXERCISABILITY OF ANY OF THE FOREGOING (A
"PAYMENT"), WOULD BE SUBJECT TO THE EXCISE TAX IMPOSED BY SECTION 4999 OF THE
CODE OR TO ANY SIMILAR TAX IMPOSED BY STATE OR LOCAL LAW, OR ANY INTEREST OR
PENALTIES WITH RESPECT TO SUCH TAX (SUCH TAX OR TAXES, TOGETHER WITH ANY SUCH
INTEREST AND PENALTIES, BEING HEREAFTER COLLECTIVELY REFERRED TO AS THE "EXCISE
TAX"), THEN THE PAYMENTS AND BENEFITS PAYABLE OR PROVIDED UNDER THIS AGREEMENT
(OR OTHER
11
PAYMENTS AS DESCRIBED BELOW) SHALL BE REDUCED (BUT NOT BELOW THE AMOUNT OF THE
PAYMENTS OR BENEFITS PROVIDED UNDER THIS AGREEMENT) IF, AND ONLY TO THE EXTENT
THAT, SUCH REDUCTION WILL ALLOW YOU TO RECEIVE A GREATER NET AFTER TAX AMOUNT
THAN YOU WOULD RECEIVE ABSENT SUCH REDUCTION.
(B)
THE ACCOUNTING FIRM WILL FIRST DETERMINE THE AMOUNT OF ANY
PARACHUTE PAYMENTS (AS DEFINED BELOW) THAT ARE PAYABLE TO YOU.
THE ACCOUNTING
FIRM ALSO WILL DETERMINE THE NET AFTER TAX AMOUNT (AS DEFINED BELOW)
ATTRIBUTABLE TO