TO ANTICIPATION, ALIENATION, SALE, TRANSFER, ASSIGNMENT,
PLEDGE, ENCUMBRANCE OR OTHER CHARGE.
17. CHOICE OF LAW. ALL ISSUES AND QUESTIONS CONCERNING THE CONSTRUCTION,
VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT AND THE EXHIBITS AND
SCHEDULES HERETO SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF GEORGIA.
18. AMENDMENT AND WAIVER. THE PROVISIONS OF THIS AGREEMENT MAY BE AMENDED,
MODIFIED OR WAIVED ONLY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY AND
EXECUTIVE, AND NO COURSE OF CONDUCT OR COURSE OF DEALING OR FAILURE OR DELAY BY
ANY PARTY HERETO IN ENFORCING OR EXERCISING ANY OF THE PROVISIONS OF THIS
AGREEMENT (INCLUDING, WITHOUT LIMITATION, THE COMPANY'S RIGHT TO TERMINATE THE
EMPLOYMENT PERIOD FOR CAUSE) SHALL AFFECT THE VALIDITY, BINDING EFFECT OR
ENFORCEABILITY OF THIS AGREEMENT OR BE DEEMED TO BE AN IMPLIED WAIVER OF ANY
PROVISION OF THIS AGREEMENT.
19. JOBS ACT COMPLIANCE. IF ANY PROVISION OF THIS AGREEMENT WOULD RESULT IN
UNINTENDED OR ADVERSE TAX CONSEQUENCES TO EXECUTIVE OR THE COMPANY OR WOULD, IN
THE JUDGMENT OF THE BOARD, CONTRAVENE THE FINAL REGULATIONS ANTICIPATED TO BE
PROMULGATED UNDER THE JOBS ACT OR OTHER DEPARTMENT OF TREASURY GUIDANCE, THE
COMPANY MAY REFORM THIS AGREEMENT OR ANY PROVISIONS HEREOF TO MAINTAIN TO THE
MAXIMUM EXTENT PRACTICABLE THE ORIGINAL PURPOSE OF THE PROVISION WITHOUT
VIOLATING THE PROVISIONS OF THE JOBS ACT.
15
20. INSURANCE. THE COMPANY MAY, AT ITS DISCRETION, APPLY FOR AND PROCURE IN ITS
OWN NAME AND FOR ITS OWN BENEFIT LIFE AND/OR DISABILITY INSURANCE ON EXECUTIVE
IN ANY AMOUNT OR AMOUNTS CONSIDERED ADVISABLE. EXECUTIVE AGREES TO COOPERATE IN
ANY MEDICAL OR OTHER EXAMINATION, SUPPLY ANY INFORMATION AND EXECUTE AND DELIVER
ANY APPLICATIONS OR OTHER INSTRUMENTS IN WRITING AS MAY BE REASONABLY NECESSARY
TO OBTAIN AND CONSTITUTE SUCH INSURANCE. EXECUTIVE HEREBY REPRESENTS THAT HE HAS
NO REASON TO BELIEVE THAT HIS LIFE IS NOT INSURABLE AT RATES NOW PREVAILING FOR
HEALTHY MEN OF HIS AGE.
21. WITHHOLDING. ANY PAYMENTS MADE OR BENEFITS PROVIDED TO EXECUTIVE UNDER THIS
AGREEMENT SHALL BE REDUCED BY ANY APPLICABLE WITHHOLDING TAXES OR OTHER AMOUNTS
REQUIRED TO BE WITHHELD BY LAW OR CONTRACT.
22. ARBITRATION. ANY DISPUTE OR CONTROVERSY ARISING UNDER OR IN CONNECTION WITH
THIS AGREEMENT OR OTHERWISE IN CONNECTION WITH THE EXECUTIVE'S EMPLOYMENT BY THE
COMPANY THAT CANNOT BE MUTUALLY RESOLVED BY THE PARTIES TO THIS AGREEMENT AND
THEIR RESPECTIVE ADVISORS AND REPRESENTATIVES SHALL BE SETTLED EXCLUSIVELY BY
ARBITRATION IN ATLANTA, GEORGIA IN ACCORDANCE WITH THE RULES OF THE AMERICAN
ARBITRATION ASSOCIATION BEFORE ONE ARBITRATOR OF EXEMPLARY QUALIFICATIONS AND
STATURE, WHO SHALL BE SELECTED JOINTLY BY AN INDIVIDUAL TO BE DESIGNATED BY THE
COMPANY AND AN INDIVIDUAL TO BE SELECTED BY EXECUTIVE, OR IF SUCH TWO
INDIVIDUALS CANNOT AGREE ON THE SELECTION OF THE ARBITRATOR, WHO SHALL BE
SELECTED BY THE AMERICAN ARBITRATION ASSOCIATION. THE COMPANY SHALL REIMBURSE
EXECUTIVE'S REASONABLE LEGAL FEES IF HE PREVAILS ON A MATERIAL ISSUE IN AN
ARBITRATION.
23. CORPORATE OPPORTUNITY. DURING THE EMPLOYMENT PERIOD, EXECUTIVE SHALL SUBMIT
TO THE BOARD ALL BUSINESS, COMMERCIAL AND