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
9
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 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