AFFILIATES DURING THE 12 MONTHS PRIOR TO THE
RETIREMENT DATE.
FOR PURPOSES OF THIS AGREEMENT, "COMPETITIVE ENTERPRISE" MEANS ANY BUSINESS
ENTERPRISE ANYWHERE IN THE UNITED STATES OR WORLD-WIDE THAT EITHER (A) ENGAGES
IN THE MANUFACTURE BLAST- AND BALLISTIC-PROTECTED WHEELED VEHICLES FOR THE U.S.
AND FOREIGN MARKETS OR (B) HOLDS A 5% OR GREATER EQUITY, VOTING OR PROFIT
PARTICIPATION INTEREST IN ANY ENTERPRISE THAT ENGAGES IN SUCH A COMPETITIVE
ACTIVITY.
B.
NON-SOLICIT.
THE EXECUTIVE HEREBY
ACKNOWLEDGES AND CONFIRMS THE OBLIGATIONS OF "NON-SOLICATION" AS DEFINED IN THAT
EMPLOYEE NON-DISCLOSURE & ASSIGNMENT OF INVENTIONS AGREEMENT DATED FEBRUARY 23,
2006, ATTACHED HERETO ("2006 AGREEMENT").
C.
CONFIDENTIAL INFORMATION.
THE
EXECUTIVE HEREBY ACKNOWLEDGES AND CONFIRMS THE OBLIGATIONS OF PROTECTING
"CONFIDENTIAL INFORMATION" AS DEFINED IN THAT 2006 AGREEMENT, WHICH ARE
INCORPORATED HEREIN BY REFERENCE.
D.
SURVIVAL.
ANY TERMINATION OF THIS
AGREEMENT (OR BREACH OF THIS AGREEMENT BY THE EXECUTIVE OR THE COMPANY) SHALL
HAVE NO EFFECT ON THE CONTINUING OPERATION OF THIS SECTION 7.
E.
VALIDITY.
THE TERMS AND PROVISIONS OF
THIS SECTION 8 ARE INTENDED TO BE SEPARATE AND DIVISIBLE PROVISIONS AND IF, FOR
ANY REASON, ANY ONE OR MORE OF THEM IS HELD TO BE INVALID OR UNENFORCEABLE,
NEITHER THE VALIDITY NOR THE ENFORCEABILITY OF ANY OTHER PROVISION OF THIS
AGREEMENT SHALL THEREBY BE AFFECTED.
THE PARTIES HERETO ACKNOWLEDGE THAT THE
POTENTIAL RESTRICTIONS ON THE EXECUTIVE'S FUTURE EMPLOYMENT IMPOSED BY THIS
SECTION 7 ARE REASONABLE IN BOTH DURATION AND GEOGRAPHIC SCOPE AND IN ALL OTHER
RESPECTS.
IF FOR ANY REASON ANY COURT OF COMPETENT JURISDICTION SHALL FIND ANY
PROVISIONS OF THIS SECTION 7 UNREASONABLE IN DURATION OR GEOGRAPHIC SCOPE OR
OTHERWISE, THE EXECUTIVE AND THE COMPANY AGREE THAT THE RESTRICTIONS AND
PROHIBITIONS CONTAINED HEREIN SHALL BE EFFECTIVE TO THE FULLEST EXTENT ALLOWED
UNDER APPLICABLE LAW IN SUCH JURISDICTION.
F.
CONSIDERATION.
THE PARTIES
ACKNOWLEDGE THAT THIS AGREEMENT WOULD NOT HAVE BEEN ENTERED INTO AND THE
BENEFITS DESCRIBED ABOVE WOULD NOT HAVE BEEN PROMISED IN THE ABSENCE OF THE
EXECUTIVE'S PROMISES UNDER THIS SECTION 7.
8.
THIS AGREEMENT CONSTITUTES THE ENTIRE
AGREEMENT BETWEEN THE PARTIES AND SUPERSEDES ANY AND ALL PRIOR CONTEMPORANEOUS,
ORAL OR WRITTEN AGREEMENTS OR UNDERSTANDINGS BETWEEN THE PARTIES.
NO
REPRESENTATION, PROMISE, INDUCEMENT OR STATEMENT OF INTENTION HAS BEEN MADE BY
THE RELEASED PARTIES THAT IS NOT EMBODIED IN THIS AGREEMENT.
NO PARTY SHALL BE
BOUND BY OR LIABLE FOR ANY ALLEGED REPRESENTATION, PROMISE, INDUCEMENT, OR
STATEMENT OF INTENTION NOT CONTAINED IN THIS AGREEMENT.
THIS AGREEMENT CANNOT
BE AMENDED, MODIFIED, OR SUPPLEMENTED IN ANY RESPECT EXCEPT BY SUBSEQUENT
WRITTEN AGREEMENT SIGNED BY ALL PARTIES HERETO.
9.
THIS AGREEMENT SHALL BE INTERPRETED AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF SOUTH CAROLINA.
EXECUTIVE
CONSENTS TO THE EXCLUSIVE JURISDICTION OF COURTS LOCATED IN SOUTH CAROLINA,
AGREEING TO WAIVE ANY ARGUMENT OF LACK OF PERSONAL JURISDICTION OR FORUM
NON-CONVENIENS WITH RESPECT TO ANY CLAIM OR CONTROVERSY ARISING OUT OF OR
RELATING TO THIS AGREEMENT, EXECUTIVES EMPLOYMENT WITH THE COMPANY, EXECUTIVE'S
SEPARATION FROM THAT EMPLOYMENT, AND ANY OTHER CONTACT OR COMMUNICATION
INVOLVING EXECUTIVE AND THE