AGREEMENT MAY BE REQUIRED TO BE AMENDED,
FOLLOWING THE ISSUANCE OF ADDITIONAL GUIDANCE BY THE INTERNAL REVENUE SERVICE
WITH RESPECT TO SECTION 409A, TO AVOID THE POSSIBLE IMPOSITION OF ADDITIONAL TAX
UNDER SECTION 409A WITH RESPECT TO CERTAIN PAYMENTS AND BENEFITS UNDER THIS
AGREEMENT.
THE COMPANY AGREES THAT IT WILL NOT UNREASONABLY WITHHOLD ITS
CONSENT TO ANY SUCH AMENDMENTS WHICH IN ITS DETERMINATION ARE (I) FEASIBLE AND
NECESSARY TO AVOID ADVERSE TAX TREATMENT UNDER SECTION 409A FOR THE EXECUTIVE,
AND (II) NOT ADVERSE TO THE INTERESTS OF THE COMPANY.
21.
DISPUTE RESOLUTION.
IN THE EVENT OF ANY DISPUTE RELATING TO
EXECUTIVE'S EMPLOYMENT, THE TERMINATION THEREOF, OR THIS AGREEMENT, OTHER THAN A
DISPUTE IN WHICH THE PRIMARY RELIEF SOUGHT IS AN EQUITABLE REMEDY SUCH AS AN
INJUNCTION, THE PARTIES SHALL BE REQUIRED TO HAVE THE DISPUTE, CONTROVERSY OR
CLAIM SETTLED BY ALTERNATIVE DISPUTE RESOLUTION CONDUCTED BY JAMS (OR, IF JAMS
IS NOT AVAILABLE, ANOTHER MUTUALLY AGREEABLE ALTERNATIVE DISPUTE RESOLUTION
ORGANIZATION), IN THE CITY OF EXECUTIVE'S PRINCIPAL PLACE OF EMPLOYMENT.
ANY
AWARD ENTERED BY JAMS (OR SUCH OTHER ORGANIZATION) SHALL BE FINAL, BINDING AND
NONAPPEALABLE, AND JUDGMENT MAY BE ENTERED THEREON BY EITHER PARTY IN ACCORDANCE
WITH APPLICABLE LAW IN ANY COURT OF COMPETENT JURISDICTION.
THIS SECTION 21
SHALL BE SPECIFICALLY ENFORCEABLE.
JAMS (OR SUCH OTHER ORGANIZATION) SHALL HAVE
NO AUTHORITY TO MODIFY ANY PROVISION OF THIS AGREEMENT.
THE COMPANY SHALL
REIMBURSE THE EXECUTIVE THE EXECUTIVE'S REASONABLE ATTORNEY'S FEES AND COSTS IN
THE EVENT THAT THE EXECUTIVE PREVAILS IN AN ACTION BROUGHT BY THE EXECUTIVE'S
AGAINST THE COMPANY TO ENFORCE THE TERMS OF THIS AGREEMENT.
THE PARTIES
IRREVOCABLY WAIVE ANY RIGHT TO TRIAL BY JURY AS TO ALL CLAIMS HEREUNDER.
22.
HEADINGS.
THE HEADINGS AND CAPTIONS IN THIS AGREEMENT ARE FOR
CONVENIENCE ONLY AND IN NO WAY DEFINE OR DESCRIBE THE SCOPE OR CONTENT OF ANY
PROVISION OF THIS AGREEMENT.
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23.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN TWO OR MORE
COUNTERPARTS, EACH OF WHICH SHALL BE AN ORIGINAL AND ALL OF WHICH TOGETHER SHALL
CONSTITUTE ONE AND THE SAME INSTRUMENT.
24.
GOVERNING LAW, CHOICE OF FORUM.
THIS IS A NEW YORK CONTRACT AND
SHALL BE CONSTRUED AND ENFORCED UNDER AND BE GOVERNED IN ALL RESPECTS BY THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES
THERETO.
THE PARTIES CONSENT TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT
SITTING IN THE STATE OF NEW YORK AND WAIVE ANY OBJECTION EITHER PARTY MAY HAVE
TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY SUCH
COURT.
THE COMPANY AND THE EXECUTIVE EACH ALSO IRREVOCABLY AND UNCONDITIONALLY
CONSENT TO SERVICE OF ANY PROCESS, PLEADINGS, NOTICES OR OTHER PAPERS IN A
MANNER PERMITTED BY THE NOTICE PROVISIONS OF SECTION 18 OF THIS AGREEMENT.
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IN WITNESS WHEREOF, this Agreement has been executed as a sealed instrument by
the Company, by its duly authorized representative, and by the Executive, as of
the date first above written.
THE EXECUTIVE:
THE COMPANY:
CELLU