6.7
HEADINGS. THE SECTION HEADINGS HEREIN ARE INTENDED FOR REFERENCE
AND SHALL NOT BY THEMSELVES DETERMINE THE CONSTRUCTION OR INTERPRETATION OF THIS
AGREEMENT.
6.8
GOVERNING LAW; VENUE. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA. THE EMPLOYEE, THE
EMPLOYER, AND AVOCENT CORPORATION EACH HEREBY EXPRESSLY CONSENTS TO THE
EXCLUSIVE VENUE OF THE STATE AND FEDERAL COURTS LOCATED IN HUNTSVILLE, ALABAMA,
FOR ANY LAWSUIT ARISING FROM OR RELATING TO THIS AGREEMENT.
6.9
ARBITRATION. ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING
TO THIS AGREEMENT, OR BREACH THEREOF, SHALL BE SETTLED BY ARBITRATION IN
HUNTSVILLE, ALABAMA, IN ACCORDANCE WITH THE RULES OF THE AMERICAN ARBITRATION
ASSOCIATION, AND JUDGMENT UPON ANY PROPER AWARD RENDERED BY THE ARBITRATORS MAY
BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF. THERE SHALL BE THREE
(3) ARBITRATORS, ONE (1) TO BE CHOSEN DIRECTLY BY EACH PARTY AT WILL, AND THE
THIRD ARBITRATOR TO BE SELECTED BY THE TWO (2) ARBITRATORS SO CHOSEN. TO THE
EXTENT PERMITTED BY THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION, THE
SELECTED ARBITRATORS MAY GRANT EQUITABLE RELIEF. EACH PARTY SHALL PAY THE FEES
OF THE ARBITRATOR SELECTED BY HIM AND OF HER OWN ATTORNEYS, AND THE EXPENSES OF
HER WITNESSES AND ALL OTHER EXPENSES CONNECTED WITH THE PRESENTATION OF HER
CASE. THE COST OF THE ARBITRATION INCLUDING THE COST OF THE RECORD OR
TRANSCRIPTS THEREOF, IF ANY, ADMINISTRATIVE FEES, AND ALL OTHER FEES AND COSTS
SHALL BE BORNE EQUALLY BY THE PARTIES.
6.10
SEVERABILITY. IF A COURT OR OTHER BODY OF COMPETENT JURISDICTION
DETERMINES THAT ANY PROVISION OF THIS AGREEMENT IS EXCESSIVE IN SCOPE OR
OTHERWISE INVALID OR UNENFORCEABLE, SUCH PROVISION SHALL BE ADJUSTED RATHER THAN
VOIDED, IF POSSIBLE, AND ALL OTHER PROVISIONS OF THIS AGREEMENT SHALL BE DEEMED
VALID AND ENFORCEABLE TO THE EXTENT POSSIBLE.
6.11
SURVIVAL OF EMPLOYER'S OBLIGATIONS. THE EMPLOYER'S AND AVOCENT
CORPORATION'S OBLIGATIONS HEREUNDER SHALL NOT BE TERMINATED BY REASON OF ANY
LIQUIDATION, DISSOLUTION, BANKRUPTCY, CESSATION OF BUSINESS, OR SIMILAR EVENT
RELATING TO THE EMPLOYER OR AVOCENT CORPORATION. THIS AGREEMENT SHALL NOT BE
TERMINATED BY ANY MERGER OR CONSOLIDATION OR OTHER REORGANIZATION OF THE
EMPLOYER OR AVOCENT CORPORATION. IN THE EVENT ANY SUCH MERGER, CONSOLIDATION OR
REORGANIZATION SHALL BE ACCOMPLISHED BY TRANSFER OF STOCK OR BY TRANSFER OF
ASSETS OR OTHERWISE, THE PROVISIONS OF THIS AGREEMENT SHALL BE BINDING UPON AND
INURE TO THE BENEFIT OF THE SURVIVING OR RESULTING CORPORATION OR PERSON. THIS
AGREEMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE EXECUTORS,
ADMINISTRATORS, HEIRS, SUCCESSORS AND ASSIGNS OF THE PARTIES; PROVIDED, HOWEVER,
THAT EXCEPT AS HEREIN EXPRESSLY PROVIDED, THIS AGREEMENT SHALL NOT BE ASSIGNABLE
EITHER BY
9
THE EMPLOYER (EXCEPT TO AN AFFILIATE OF THE EMPLOYER (INCLUDING AVOCENT
CORPORATION) IN WHICH EVENT THE EMPLOYER SHALL REMAIN LIABLE IF THE AFFILIATE
FAILS TO MEET ANY OBLIGATIONS TO MAKE PAYMENTS OR PROVIDE BENEFITS OR OTHERWISE)
OR BY THE EMPLOYEE.
6.12
COUNTERPARTS. THIS AGREEMENT MAY BE EXECUTED IN ONE OR MORE
COUNTERPARTS, ALL OF WHICH TAKEN